<SEC-DOCUMENT>0001004878-15-000214.txt : 20150709
<SEC-HEADER>0001004878-15-000214.hdr.sgml : 20150709
<ACCEPTANCE-DATETIME>20150708173653
ACCESSION NUMBER:		0001004878-15-000214
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20150709
DATE AS OF CHANGE:		20150708
EFFECTIVENESS DATE:		20150709

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:	333-205566
		FILM NUMBER:		15979980

	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>forms8nonqual7-15.txt
<DESCRIPTION>FORM S-8
<TEXT>

    As filed with the Securities and Exchange Commission on _______, __, 2015

                                                      Registration No. 333-_____

                       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.)

            #206-920 Hillside Ave.
       Victoria, British Columbia, CANADA                 V8T IZ8
      ------------------------------------                -------
    (Address of Principal Executive Offices)             (Zip Code)


                        Non- Qualified Stock Option Plan
                           --------------------------
                              (Full Title of Plan)

                     Flexible Solutions International, Inc.
                             #206-920 Hillside Ave.
                           Victoria, British Columbia
                                 CANADA V8T IZ8
                 ----------------------------------------------
                     (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

                                            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
pursuant to
Non-Qualified Stock
Option Plan               1,500,000          $1.83     $2,745,000      $319

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

(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
     closing price of the Company's common stock on July 6, 2015.


                                       2
<PAGE>

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
 Cross Reference Sheet Required Pursuant to Rule 404PART IINFORMATION 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 Plan

         (b)  Securities to be Offered                  Stock Option Plan

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

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

         (e)  Resale Restrictions                       Resale of Shares by
                                                        Affiliates

         (f)  Tax Effects of Plan                       Stock Option Plan
              Participation

         (g)  Investment of Funds                       Not Applicable.

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


         (i)  Forfeitures and Penalties                 Other Information
                                                        Regarding the Plan

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


  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                   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. 333-158962).

4.1 - Non-Qualified Stock Option Plan       _________________________________

  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 July 7, 2015.

                              FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

                              By: /s/ Daniel B. O'Brien
                                  --------------------------------------------
                                  Daniel B. O'Brien, President, Principal
                                  Executive, Financial and Accounting 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         President, Principal Executive,    July 7, 2015
-------------------------    Financial and Accounting Officer
Daniel B. O'Brien                   and a Director

/s/ John H. Bientjes                   Director                  July 7, 2015
-------------------------
John H. Bientjes

                                       Director                  July __, 2015
-------------------------
Dale Friend

/s/ Robert Helina                      Director                  July 7, 2015
-------------------------
Robert Helina


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

                                       7
<PAGE>




                                    FORM S-8

                     Flexible Solutions International, Inc.
                             #206-920 Hillside Ave.
                           Victoria, British Columbia
                                 Canada V8T 1Z8


                                    EXHIBITS
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>forms8nonqualex41july-15.txt
<DESCRIPTION>EXHIBIT 4.1 NON-QUALIFIED STOCK OPTION PLAN
<TEXT>




                                   EXHIBIT 4.1




<PAGE>

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                         NON-QUALIFIED STOCK OPTION PLAN

     l. Purpose.  This Non-Qualified  Stock Option Plan (the "Plan") is intended
to  advance  the  interests  of  Flexible  Solutions  International,  Inc.  (the
"Company") and its shareholders,  by encouraging and enabling selected officers,
directors,  consultants  and key employees upon whose  judgment,  initiative and
effort the  Company  is  largely  dependent  for the  successful  conduct of its
business,  to  acquire  and  retain a  proprietary  interest  in the  Company by
ownership  of its  stock.  Options  granted  under the Plan are  intended  to be
Options  which do not meet  the  requirements  of  Section  422 of the  Internal
Revenue Code of 1954, as amended (the "Code").

     2. Definitions.

     (a) "Board" means the Board of Directors of the Company.

     (b) "Committee" means the directors duly appointed to administer the Plan.

     (c) "Common Stock" means the Company's Common Stock.

     (d) "Date of Grant" means the date on which an Option is granted  under the
Plan.

     (e) "Option" means an Option granted under the Plan.

     (f) "Optionee" means a person to whom an Option, which has not expired, has
been granted under the Plan.

     (g) "Successor" means the legal  representative of the estate of a deceased
optionee or the person or persons who acquire the right to exercise an Option by
bequest or inheritance or by reason of the death of any Optionee.

     3.  Administration of Plan. The Plan shall be administered by the Company's
Board  of  Directors  or in the  alternative,  by a  committee  of  two or  more
directors  appointed by the Board (the  "Committee").  If a Committee  should be
appointed,  the Committee shall report all action taken by it to the Board.  The
Committee shall have full and final authority in its discretion,  subject to the
provisions  of the Plan, to determine  the  individuals  to whom and the time or
times at which  Options  shall be granted and the number of shares and  purchase
price of Common Stock  covered by each Option;  to construe  and  interpret  the
Plan; to determine the terms and provisions of the respective Option agreements,
which need not be identical,  including, but without limitation,  terms covering
the payment of the Option Price; and to make all other  determinations  and take
all other actions deemed necessary or advisable for the proper administration of
the Plan. All such actions and determinations  shall be conclusively binding for
all purposes and upon all persons.

     4. Common Stock Subject to Options.  The aggregate  number of shares of the
Company's  Common Stock which may be issued upon the exercise of Options granted
under the Plan shall not  exceed  1,500,000.  The  shares of Common  Stock to be
issued upon the  exercise  of Options may be  authorized  but  unissued  shares,
shares  issued and  reacquired by the Company or shares bought on the market for
the  purposes  of the Plan.  In the  event any  Option  shall,  for any  reason,

                                       1
<PAGE>

terminate or expire or be surrendered without having been exercised in full, the
shares  subject  to such  Option but not  purchased  thereunder  shall  again be
available for Options to be granted under the Plan.

     5.  Participants.  Options  may be  granted  under  the Plan to  employees,
directors  and  officers,  and  consultants  or  advisors to the Company (or the
Company's  subsidiaries),  provided  however  that bona fide  services  shall 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.

     6. Terms and Conditions of Options. Any Option granted under the Plan shall
be evidenced by an agreement executed by the Company and the recipient and shall
contain  such terms and be in such form as the  Committee  may from time to time
approve, subject to the following limitations and conditions:

              (a) Option Price. The Option Price per share with respect to each
Option shall be determined by the Committee.

              (b) Period of Option. The period during which each option may be
exercised, and the expiration date of each Option shall be fixed by the
Committee, but, notwithstanding any provision of the Plan to the contrary, such
expiration date shall not be more than ten years from the date of Grant.

              (c) Vesting of Shareholder Rights. Neither an Optionee nor his
successor shall have any rights as a shareholder of the Company until the
certificates evidencing the shares purchased are properly delivered to such
Optionee or his successor.

              (d) Exercise of Option. Each Option shall be exercisable from time
to time during a period (or periods) determined by the Committee and ending upon
the expiration or termination of the Option; provided, however, the Committee
may, by the provisions of any Option Agreement, limit the number of shares
purchaseable thereunder in any period or periods of time during which the Option
is exercisable.

              (e) Nontransferability of Option. No Option shall be transferable
or assignable by an Optionee, otherwise than by will or the laws of descent and
distribution and each Option shall be exercisable, during the Optionee's
lifetime, only by him. No Option shall be pledged or hypothecated in any way and
no Option shall be subject to execution, attachment, or similar process except
with the express consent of the Committee.

              (f) Death of Optionee. In the event of the death of an Optionee,
an option theretofore granted to the Optionee shall be exercisable only (i) by
the person or persons to whom the Optionee's rights under the option shall pass
by the Optionee's will or by the laws of descent and distribution; and (ii) if
and only to the extent that the Optionee was entitled to exercise the option at
the date of death.

     7.  Reclassification,  Consolidation,  or Merger. If and to the extent that
the  number  of  issued  shares  of  Common  Stock of the  Corporation  shall be
increased  or  reduced  by change  in par  value,  split  up,  reclassification,
distribution  of a dividend  payable in stock, or the like, the number of shares
subject  to Option  and the  Option  price per  share  shall be  proportionately

                                       2
<PAGE>

adjusted by the  Committee,  whose  determination  shall be  conclusive.  If the
Corporation is reorganized or consolidated  or merged with another  corporation,
an Optionee  granted an Option  hereunder  shall be entitled to receive  Options
covering shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions.  The new
Option  or  assumption  of the old  Option  shall not give  Optionee  additional
benefits which he did not have under the old Option,  or deprive him of benefits
which he had under the old Option.

     8.  Restrictions  on Issuing  Shares.  The exercise of each Option shall be
subject to the condition that if at any time the Company shall  determine in its
discretion  that  the  satisfaction  of  withholding  tax or  other  withholding
liabilities, or that the listing,  registration,  or qualification of any shares
otherwise  deliverable upon such exercise upon any securities  exchange or under
any state or federal  law, or that the  consent or  approval  of any  regulatory
body, is necessary or desirable as a condition of, or in connection  with,  such
exercise or the delivery or purchase of shares  purchased  thereto,  then in any
such event,  such  exercise  shall not be  effective  unless  such  withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected or obtained free of any conditions not acceptable to the Company.

     Unless the shares of stock  covered by the Plan have been  registered  with
the Securities and Exchange  Commission  pursuant to Section 5 of the Securities
Act of l933, each optionee  shall, by accepting an option,  represent and agree,
for  himself  and  his   transferrees  by  will  or  the  laws  of  descent  and
distribution, that all shares of stock purchased upon the exercise of the option
will be acquired for  investment and not for resale or  distribution.  Upon such
exercise of any portion of an option,  the person  entitled to exercise the same
shall, upon request of the Company, furnish evidence satisfactory to the Company
(including a written and signed representation) to the effect that the shares of
stock are being  acquired  in good  faith for  investment  and not for resale or
distribution.  Furthermore,  the Company may, if it deems  appropriate,  affix a
legend to certificates  representing  shares of stock purchased upon exercise of
options indicating that such shares have not been registered with the Securities
and Exchange  Commission and may so notify the Company's  transfer  agent.  Such
shares may be  disposed  of by an optionee in the  following  manner  only:  (l)
pursuant to an effective registration statement covering such resale or reoffer,
(2) pursuant to an  applicable  exemption  from  registration  as indicated in a
written  opinion of counsel  acceptable to the Company,  or (3) in a transaction
that  meets all the  requirements  of Rule l44 of the  Securities  and  Exchange
Commission. If shares of stock covered by the Plan have been registered with the
Securities and Exchange Commission,  no such restrictions on resale shall apply,
except  in the case of  optionees  who are  directors,  officers,  or  principal
shareholders  of the Company.  Such persons may dispose of shares only by one of
the three aforesaid methods.

     Any option  granted  pursuant to this Plan may not be exercised  until this
Plan has been approved by the Company's shareholders

     9. Use of Proceeds.  The proceeds  received by the Company from the sale of
Common Stock pursuant to the exercise of Options granted under the Plan shall be
added to the Company's general funds and used for general corporate purposes.

     10. Amendment,  Suspension, and Termination of Plan. The Board of Directors
may alter, suspend, or discontinue the Plan at any time.

                                       3
<PAGE>

     Unless the Plan shall  theretofore  have been terminated by the Board,  the
Plan shall  terminate ten years after the adoption of the Plan. No Option may be
granted  during  any  suspension  or  after  the  termination  of the  Plan.  No
amendment,  suspension,  or termination of the Plan shall, without an Optionee's
consent,  alter or impair  any of the  rights or  obligations  under any  Option
theretofore granted to such Optionee under the Plan.

     11.  Limitations.  Every  right of action by any person  receiving  options
pursuant to this Plan against any past,  present or future  member of the Board,
or any officer or employee of the Company  arising out of or in connection  with
this Plan shall,  irrespective of the place where such action may be brought and
irrespective of the place of residence of any such director, officer or employee
cease and be barred  by the  expiration  of one year from the date of the act or
omission in respect of which such right of action arises.

     l2.  Governing  Law. The Plan shall be governed by the laws of the State of
Nevada.

     13.  Expenses of  Administration.  All costs and  expenses  incurred in the
operation and administration of this Plan shall be borne by the Company.

                                       4
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>forms8nonqualex5july-15.txt
<DESCRIPTION>EXHIBIT 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


                                  July 7, 2015
Flexible Solutions International, Inc.
#206-920 Hillside Ave.
Victoria, British Columbia
Canada V8T 1Z8

     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 1,500,000  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
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>forms8nonqualex23july-15.txt
<DESCRIPTION>EXHIBIT 23 CONSENT OF ACCOUNTANTS AND ATTORNEYS
<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
July 8, 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  1,500,000  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
July 7, 2015
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>forms8nonqualex99july-15.txt
<DESCRIPTION>EXHIBIT 99 RE-OFFER 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 the Company's  Non-Qualified  Stock Option Plan.  The
terms and  conditions  of any options,  including the price of the shares of the
common stock issuable upon the exercise of options is governed by the provisions
of the  Plan.  Persons  who  received  shares  pursuant  to the Plan 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 July __, 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.
                             #206-920 Hillside Ave.
                           Victoria, British Columbia
                                 CANADA V8T IZ8
                                 (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.

                                       2
<PAGE>

                                TABLE OF CONTENTS
                                                                         PAGE
                                                                         ----

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

RISK FACTORS ...........................................................   2

USE OF PROCEEDS ........................................................   7

SUMMARY INFORMATION REGARDING THE PLAN .................................   7

SELLING SHAREHOLDERS ...................................................   9

PLAN OF DISTRIBUTION ...................................................  10

DESCRIPTION OF SECURITIE11..............................................  11

GENERAL ................................................................  12

<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.

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,

                                       1
<PAGE>

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

     This Form 10-K contains  forward-looking  information  based on our current
expectations.  Because  our  actual  results  may  differ  materially  from  any
forward-looking  statements  made by us, this section  includes a discussion  of
important  factors  that  could  affect our  future  operations  and result in a
decline in the market price of our common stock.

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;

     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

                                       2
<PAGE>

     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.

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;

                                       3
<PAGE>

     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;

     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.

                                       4
<PAGE>

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.

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.

                                       5
<PAGE>

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.

                                 USE OF PROCEEDS

     All of the  shares  offered  by this  Prospectus  are being  offered by the
Selling Shareholders.  The Company will not receive any of the proceeds from the
sale of the shares offered by this Prospectus.  Expenses expected to be incurred
by  the  Company  in   connection   with  this  offering  are  estimated  to  be
approximately   $10,000.  The  Selling  Shareholders  have  agreed  to  pay  all
commissions and other compensation to any securities broker/dealers through whom
they sell any of the Shares.

                                       6
<PAGE>

                        SUMMARY INFORMATION REGARDING THE
                         NON-QUALIFIED STOCK OPTION PLAN

     The Company's  Non-Qualified  Stock Option Plan  authorizes the issuance of
shares of the Company's  Common Stock to persons that exercise  options  granted
pursuant to the Plans. The Company's employees, directors, officers, consultants
and advisors are eligible to be granted options  pursuant to the Plan,  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. The option exercise price is determined by the
Company's board of directors. 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 Plan.

     The following is a summary of the options  granted  pursuant to the Plan as
of June __, 2015.

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

                       1,500,000          159,000        1,341,000

     The following lists in detail the options granted to the Company's officers
and directors as of June 30, 2015 pursuant to the Company's  Non-Qualified Stock
Option Plan.

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

John Bientjes        5,000           $1.05     12/31/18             --
Dale Friend          5,000           $1.05     12/31/18             --
Robert Helina        5,000           $1.05     12/31/18             --
Dr. Thomas Fyles     5,000           $1.05     12/31/18             --

                              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 November 17, 2014
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.

                                       7
<PAGE>

                                                        Number of
  Name of                                             Shares to be
                                                        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.

     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

                                       8
<PAGE>

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
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.
      8742 Lucent Blvd., Suite 225
      Highlands Ranch CO 80129
      Phone: (303) 262-0600

                                       9
<PAGE>

                                     GENERAL

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

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

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

                                       10
<PAGE>

                                 PLAN PROSPECTUS
                     Flexible Solutions International, Inc.
                             #206-920 Hillside Ave.
                           Victoria, British Columbia
                                 CANADA V8T IZ8
                                 (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  pursuant  to  the  Company's
Non-Qualified Stock Option Plan. The Plan provides for the issuance, to selected
employees of the Company and other persons, of options to purchase shares of the
Company's  Common  Stock.  The plan  benefits  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.

     Shares of Common Stock  reserved  under the Company's  Non-Qualified  Stock
Option Plan are offered to those  persons who hold options (or may in the future
hold  options) to purchase  such shares  granted by the Company  pursuant to the
Non-Qualified Stock Option Plan.

                              ___________________


     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 July __, 2015.

                                       1
<PAGE>

     The terms and conditions of any options,  including the price of the shares
of Common  Stock  issuable  on the  exercise  of  options,  is  governed  by the
provisions of the Plan.

     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 Plan are exercised.

                                       2
<PAGE>

                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

AVAILABLE INFORMATION................................................     4

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

GENERAL INFORMATION..................................................     4

NON-QUALIFIED STOCK OPTION PLAN .....................................     5

OTHER INFORMATION REGARDING THE PLAN.................................     6

ADMINISTRATION OF THE PLANS..........................................     7

RESALE OF SHARES BY AFFILIATE .......................................     7

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN ....................     8

DESCRIPTION OF COMMON STOCK..........................................     8

                                       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),  #206-920  Hillside Ave.,  Victoria,
British Columbia, CANADA V8T 1Z8, (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.

                                       4
<PAGE>

                               GENERAL INFORMATION

     The Company has a Non-Qualified Stock Option Plan. The terms and conditions
of any options,  including  the price of the shares of Common Stock  issuable on
the exercise of options, is governed by the provisions of the Plan.

     A summary of the Company's Plan follows.

     Non-Qualified  Stock Option Plan. The Company's  Non-Qualified Stock Option
Plan  authorizes  the  issuance  of shares of its Common  Stock to persons  that
exercise  options  granted  pursuant  to  the  Plan.  The  Company's  employees,
directors, officers, consultants and advisors are eligible to be granted options
pursuant to the Plan,  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.  The option
exercise price is determined by the Company's board of directors.

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

                   1,500,000            159,000        1,341,000

     The following lists in detail the options granted to the Company's officers
and directors as of June 30, 2015 pursuant to the Company's  Non-Qualified Stock
Option Plan.

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

John Bientjes         5,000          $1.05       12/31/18           --
Dale Friend           5,000          $1.05       12/31/18           --
Robert Helina         5,000          $1.05       12/31/18           --
Dr. Thomas Fyles      5,000          $1.05       12/31/18           --

                         NON-QUALIFIED STOCK OPTION PLAN

Securities to be Offered and Persons Who May Participate in the Plan

     The  Company's  employees,  directors  and  officers,  and  consultants  or
advisors to the Company are eligible to be granted options  pursuant to the Plan
as may be determined by the Company's Board of Directors  which  administers the
Plan,  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.

                                       5
<PAGE>

     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
Plan 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.  In no event shall an option be exercisable by its
terms after the expiration of ten years from the date of grant.

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.

Tax Aspects of Options Granted Under the Plan (U.S. Shareholders Only)

     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 will (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 PLAN

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

                                       6
<PAGE>

     The terms and conditions upon which a person will be permitted to assign or
hypothecate  options  or shares  received  pursuant  to any of the Plans will be
determined by the  Company's  Board of Directors  who  administers  the Plan. In
general,  however,  options are non-transferable except upon death of the option
holder.

     Any options granted  pursuant to the stock option Plan will be forfeited if
the "vesting"  schedule  established by the Committee  administering the Plan at
the time of the grant is not met.  For this  purpose,  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.

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

     The Plan is 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 federal income tax consequences as set forth in this
Prospectus is intended merely as an aid for such persons eligible to participate
in the Plan, and the Company  assumes no  responsibility  in connection with the
income tax liability of any person  receiving  shares or options pursuant to the
Plan.  Persons  receiving  shares or options  pursuant  to the Plan 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 shares or
options  which  have not yet  vested,  no terms of the Plan or any  contract  in
connection  therewith  creates  in any  person  a lien on any of the  securities
issuable by the Company pursuant to the Plan.

                           ADMINISTRATION OF THE PLAN

     The Plan is 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 Plan and  supervise the  administration  of the
Plan.  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 Plan may be resold freely,
except  as may be  limited  by  agreement  between  the  Company  and  the  Plan
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 at any time,  and from time to
time, amend, terminate, or suspend the Plan in any manner they deem appropriate,
provided that such  amendment,  termination  or  suspension  shall not adversely
affect  rights or  obligations  with  respect  to shares or  options  previously
granted. The Board of Directors may not, without shareholder approval:  make any
amendment which would  materially  modify the eligibility  requirements  for the
Plan;  extend the period for granting  options;  or  materially  increase in any
other way the benefits  accruing to employees who are eligible to participate in
the Plan.

                           DESCRIPTION OF COMMON STOCK

     The Common Stock issuable upon the exercise of any options granted pursuant
to the Plan 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 Plan will,  upon issuance by the Company,  and against receipt
of the exercise price, be fully paid and non-assessable.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
