<SEC-DOCUMENT>0001004878-15-000205.txt : 20150630
<SEC-HEADER>0001004878-15-000205.hdr.sgml : 20150630
<ACCEPTANCE-DATETIME>20150630163911
ACCESSION NUMBER:		0001004878-15-000205
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20150630
DATE AS OF CHANGE:		20150630
EFFECTIVENESS DATE:		20150630

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:	333-205375
		FILM NUMBER:		15961802

	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>forms8june-15.txt
<DESCRIPTION>FORM S-8
<TEXT>
    As filed with the Securities and Exchange Commission on _______, __, 2015

                                                      Registration No. 001-31540

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under
                           The 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)              (Zip Code)


                               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 & Hart
                             l624 Washington Street
                             Denver, Colorado 80203
                                 (303) 839-0061

<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                           <C>               <C>              <C>          <C>

                                             Proposed        Proposed
                                              maximum         maximum
 Title of securities         Amount          offering        aggregate    Amount of
    Securities to            to be             price         offering    registration
    be registered          registered (1)   per share (2)     price          fee
-------------------------------------------------------------------------------------

Common Stock issuable
 upon exercise of
 stock options              212,000           $1.00          $212,000       $25.00
</TABLE>


(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 Regarding the
              Assignment of Interest            Plans

         (i)  Forfeitures and Penalties         Other Information Regarding the
                                                Plans

         (j)  Charges and Deductions and        Other Information Regarding the
              Liens Therefore                   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, 2014.

     (2)  Report on Form 8-K filed on April 3, 2015.

     (3)  Quarterly report on Form 10-Q for the quarter ended March 31, 2015.

     (4)  Report on Form 8-K filed on May 20, 2015.


     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
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.

                                       4
<PAGE>

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)                  _________________________________

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

                                       5
<PAGE>

          (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
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.

                                       6
<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 June 29, 2015.

                              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            June 29, 2015
-------------------------
Daniel B. O'Brien

/s/ John H. Bientjes                   Director            June 29, 2015
-------------------------
John H. Bientjes

                                       Director            June __, 2015
-------------------------
Dale Friend

/s/ Robert Helina                      Director            June 29, 2015
-------------------------
Robert Helina


                                       Director            June __, 2015
-------------------------
Dr. Thomas Fyles


                                       7
<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>forms8ex41june-15.txt
<DESCRIPTION>EXH 4.1 - STOCK OPTION AGREE
<TEXT>




                                   EXHIBIT 4.1




<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
     force.  However,  there  shall be  substituted  for each of the  Shares the

                                       1
<PAGE>

     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.

                                       2
<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>forms8ex5june-15.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


                                  June 29, 2015
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 212,000  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>forms8ex23june-15.txt
<DESCRIPTION>EXH 23 - ACCOUNTANT & ATTORNEY CONSENTS
<TEXT>




                                   EXHIBIT 23




<PAGE>

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in the Form S-8 Registration
Statement pertaining to the stock option plan of our report dated March 31, 2015
with respect to the  consolidated  financial  statements  of Flexible  Solutions
International Inc. included in its annual report filed on Form 10-K for the year
ended December 31, 2014 filed with the Securities and Exchange Commission.


                                          /s/ MNP LLP

                                          Chartered Accountants

Burnaby, BC, Canada
June __, 2015

<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  212,000  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
June __, 2015
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>forms8ex99june-15.txt
<DESCRIPTION>EXH 99 - RE-OFFER PROSPECTUS
<TEXT>




                                   EXHIBIT 99




<PAGE>


                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

 Common StockTHESE 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 June __, 2015.


<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, 2014.

     (2)  Report on Form 8-K filed on April 3, 2015.

     (3)  Quarterly report on Form 10-Q for the quarter ended March 31, 2015.

     (4)  Report on Form 8-K filed on May 20, 2015.


     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 June 30, 2015 the Company had 13,169,991 outstanding shares of common
stock.

                                       1
<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

We have  incurred  significant  operating  losses  since  inception  and may not
sustain profitability in the future.

We have experienced  operating losses and negative cash flow from operations and
we currently have an accumulated  deficit. If our revenues do not increase,  our
results of operations and liquidity may be materially adversely affected.  If we
experience slower than anticipated  revenue growth or if our operating  expenses
exceed our expectations,  we may not be profitable. Even if we become profitable
in the future, we may not remain profitable.

Fluctuations in our operating results may cause our stock price to decline.

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

     o    demand for and market acceptance of our products;

     o    competitive pressures resulting in lower selling prices;

     o    adverse changes in the level of economic  activity in regions in which
          we do business;

     o    adverse  changes  in  the  oil  and  gas  industry  on  which  we  are
          particularly dependent;

     o    changes in the portions of our revenue represented by various products
          and customers;

     o    delays or problems in the introduction of new products;

     o    the  announcement  or  introduction  of  new  products,   services  or
          technological innovations by our competitors;

                                       2
<PAGE>

     o    variations in our product mix;

     o    the timing and amount of our  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.

Our operations are subject to seasonal fluctuation.

The use of our swimming pool products increases in summer months in most markets
and results in our sales from January to June being greater than in July through
December.  Markets for our WATERSAVR(R) product are also seasonal,  depending on
the wet versus dry seasons in  particular  countries.  We attempt to sell into a
variety of  countries  with  different  seasons on both sides of the  equator in
order to minimize seasonality.  Our 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.  We  believe  we are able to  adequately  respond  to these  seasonal
fluctuations by reducing or increasing production as needed.

Interruptions  in our ability to  purchase  raw  materials  and  components  may
adversely affect our profitability.

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

Our WATERSAVR(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 our  WATERSAVR(R)  product  may  result in  continued
losses.  We introduced  our  WATERSAVR(R)  product in June 2002 and, to date, we
have  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.  We can offer no assurance that
we will receive  sufficient  orders of this product to achieve  profits or cover
the  additional  expenses  incurred to manufacture  and market this product.  We
expect to spend  $200,000 on the  marketing and  production of our  WATERSAVR(R)
product in fiscal 2015.

                                       3
<PAGE>

If we do not  introduce  new products in a timely  manner,  our  products  could
become obsolete and our operating results would suffer.

Without the timely  introduction of new products and enhancements,  our products
could become obsolete over time, in which case our revenue and operating results
would suffer.  The success of our new product offerings will depend upon several
factors, including our 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 our  products  competitively  and  manufacture  and  deliver our
          products in sufficient volumes and on time; and

     o    differentiate our products from our competitors' products.

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

We are dependent upon certain customers.

Among our current  customers,  we have identified  three 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 our revenues.

Economic,  political and other risks  associated  with  international  sales and
operations could adversely affect our sales.

Revenues  from  shipments  made  outside  of the  United  States  accounted  for
approximately  75% of our revenues in the year ended  December 31, 2014,  73% in
the year ended  December  31, 2013 and 73% in the year ended  December 31, 2012.
Since  we sell  our  products  worldwide,  our  business  is  subject  to  risks
associated with doing business internationally. We anticipate that revenues from
international  operations  will  continue to represent a sizable  portion of our
total revenue.  Accordingly,  our 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;

                                       4
<PAGE>

     o    longer  payment   cycles  of  foreign   customers  and  difficulty  of
          collecting receivables in foreign jurisdictions;

     o    trade protection measures and import or export licensing requirements;

     o    differing tax laws and changes in those laws;

     o    difficulty in staffing and managing widespread operations;

     o    differing laws regarding protection of intellectual property; and

     o    differing regulatory requirements and changes in those requirements.

We are subject to credit risk and may be subject to  substantial  write-offs  if
one or more of our significant customers default on their payment obligations to
us.

We currently  allow our major  customers  between 30 and 45 days to pay for each
sale. This practice, while customary,  presents an accounts receivable write-off
risk in that if one or more of our  significant  customers  defaulted  on  their
payment obligations to us, such write-off, if substantial, would have a material
adverse effect on our business and results of operations.

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

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

Our  failure to comply with  environmental  regulations  may create  significant
environmental liabilities and force us to modify our manufacturing processes.

We  are  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, we may become liable for the costs of removal or
remediation of these  substances  that have been used by our consumers or in our
operations. Such laws may impose liability without regard to whether we knew of,
or caused,  the  release of such  substances.  Any  failure by us to comply with
present or future regulations could subject us to substantial fines,  suspension
of production, alteration of manufacturing processes or cessation of operations,
any of which could have a material  adverse  effect on our  business,  financial
condition and results of operations.

                                       5
<PAGE>

Our failure to protect our  intellectual  property could impair our  competitive
position.

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

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

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

A claim  for  damages  could  materially  and  adversely  affect  our  financial
condition and results of operations.

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

Our ongoing success is dependent upon the continued  availability of certain key
employees.

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

                                       6
<PAGE>

                              SELLING SHAREHOLDERS

     The Company's officers and directors who may acquire shares of common stock
pursuant to the Plan,  and who are offering  these shares of common stock to the
public  by  means  of  this   Prospectus,   are  referred  to  as  the  "Selling
Shareholders".

     The  following  table  provides  certain  information  as of June 30,  2015
concerning  the share  ownership  of the  Selling  Shareholders  and the  shares
offered by the  Selling  Shareholders  by means of this  Prospectus.  All of the
Selling Shareholders are officers and/or directors of the Company.

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

John H. Bientjes        40,000           5,000              35,000        0.3%
Dale Friend             25,000           5,000              20,000        0.2%
Robert Helina           20,000           5,000              15,000        0.2%
Dr. Thomas Fyles        10,000           5,000               5,000        0.1%

(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.

                                       7
<PAGE>

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

                            DESCRIPTION OF SECURITIES

Common Stock

     The Company is authorized to issue 50,000,000 shares of common stock. As of
June 30, 2015,  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

                                       8
<PAGE>

even if the removal would be considered  beneficial to  shareholders  generally,
and will have the effect of limiting  shareholder  participation in transactions
such as mergers or tender  offers if these  transactions  are not favored by the
Company's  management.  As of the date of this  prospectus  the  Company had not
issued any shares of preferred stock.

Transfer Agent

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

                                     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.

                                       9
<PAGE>

                                 PLAN PROSPECTUS

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


                                  COMMON STOCK

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

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


                            ________________________


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






                  The date of this Prospectus is June __, 2015.

                                       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 REFERANCE...........................            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, 2014.

     (2)  Report on Form 8-K filed on April 3, 2015.

     (3)  Quarterly report on Form 10-Q for the quarter ended March 31, 2015.

     (4)  Report on Form 8-K filed on May 20, 2015.


     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.

                               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.

                                       4
<PAGE>

     Summary.  The  following  is a summary of the  options  and shares  granted
pursuant to the Plans as of June 30, 2015.  Each option  represents the right to
purchase one share of the Company's Common Stock.

                     Total              Shares
                     Shares          Reserved for      Remaining
                    Reserved         Outstanding        Options
                   Under Plan          Options         Under Plan
                   ----------          -------         ----------

                    212,000            212,000            -0-

     The following is a listing of all options granted as of June 30, 2015.

                        Shares Issuable                               Options
                        Upon Exercise    Exercise    Expiration  Exercised as of
Name                     of Options        Price       Date        June 30, 2015
----                   --------------   ----------    -------    ---------------

John Bientjes             5,000            $1.00      12/31/18          --
Dale Friend               5,000            $1.00      12/31/18          --
Robert Helina             5,000            $1.00      12/31/18          --
Dr. Thomas Fyles          5,000            $1.00      12/31/18          --

Securities to be Offered and Persons Who May Receive Options

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

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

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

Purchase of Securities Pursuant to the Plan

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

                                       5
<PAGE>

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

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

Tax Aspects of Options Granted Under the Plans

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

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

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

                      OTHER INFORMATION REGARDING THE PLANS

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

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

     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

                                       6
<PAGE>

Company  (or at the time a  non-employee  ceases  to  perform  services  for the
Company),  any  shares  or  options  not  fully  vested  will be  forfeited  and
cancelled.  If specified in the  applicable  Stock Option Plan,  the options may
also be terminated for cause.

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

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

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

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

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

                           ADMINISTRATION OF THE PLANS

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

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

                                       7
<PAGE>

                         RESALE OF SHARES BY AFFILIATES

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

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

                  AMENDMENT, SUSPENSION OR TERMINATION OF PLANS

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

                           DESCRIPTION OF COMMON STOCK

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