<SEC-DOCUMENT>0001004878-20-000126.txt : 20200904
<SEC-HEADER>0001004878-20-000126.hdr.sgml : 20200904
<ACCEPTANCE-DATETIME>20200904131930
ACCESSION NUMBER:		0001004878-20-000126
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20200904
FILED AS OF DATE:		20200904
DATE AS OF CHANGE:		20200904
EFFECTIVENESS DATE:		20200904

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:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31540
		FILM NUMBER:		201161496

	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>DEF 14A
<SEQUENCE>1
<FILENAME>defproxy8-20.txt
<DESCRIPTION>DEF. PROXY
<TEXT>

                                  SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant    [X]

Filed by Party other than the Registrant    [  ]

Check the appropriate box:

[ ]   Preliminary Proxy Statement
[ ]   Confidential, for Use of the Commission Only
       (as permitted by Rule 14a-6(e)(2))
[X]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[ ]   Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                (Name of Registrant as Specified In Its Charter)

                      -------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    1) Title of each class of securities to which transaction applies:
         ----------------------------------------------------------------

    2) Aggregate number of securities to which transaction applies:
         ----------------------------------------------------------------

    3) Per unit price or other underlying value of transaction computed pursuant
        to Exchange Act Rule 0-11:
         ----------------------------------------------------------------

    4) Proposed maximum aggregate value of transaction:
         ----------------------------------------------------------------

    5) Total fee paid:
         ----------------------------------------------------------------


<PAGE>


                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                                  6001 54 Ave.
                                    Taber, AB
                                 Canada T1G 1X4


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD OCTOBER 15, 2020

To the Shareholders:

     Notice is hereby  given that the  annual  meeting  of the  shareholders  of
Flexible Solutions  International,  Inc. ("Flexible  Solutions") will be held at
Unit 15 - 6782 Veyaness Rd., Saanichton,  BC Canada V8M 2C2 on October 15, 2020,
at 6:00 p.m. Pacific Time, for the following purposes:

(1)  to  elect  the  directors  who  shall  constitute  the  Company's  Board of
     Directors for the ensuing year;

(2)  to  approve  on an  advisory  basis,  the  compensation  of  the  Company's
     executive officers;

(3)  to ratify the  appointment  of  Smythe,  LLP as the  Company's  independent
     registered  public  accounting firm for the fiscal year ending December 31,
     2020 and

     to   transact such other business as may properly come before the meeting.

     September 4, 2020 is the record date for the  determination of shareholders
entitled to notice of and to vote at such meeting.  Shareholders are entitled to
one vote for each share  held.  As of  September  4, 2020 there were  12,240,545
outstanding shares of the Company's common stock.

                                   FLEXIBLE SOLUTIONS INTERNATIONAL, INC.



September 4, 2020                                  Daniel B. O'Brien, President



                 PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE
                     ATTACHED PROXY CARD, AND SIGN, DATE AND
                             RETURN THE PROXY CARD.
                    TO SAVE THE COST OF FURTHER SOLICITATION,
                              PLEASE VOTE PROMPTLY


<PAGE>


                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                                  6001 54 Ave.
                                    Taber, AB
                                 Canada T1G 1X4
                                 (403) 223-2995

                                 PROXY STATEMENT

     The accompanying  proxy is solicited by the Company's  directors for voting
at the annual  meeting of  shareholders  to be held on October 15, 2020, at 6:00
p.m. Pacific Time, and at any and all adjournments of such meeting. If the proxy
is executed and returned, it will be voted at the meeting in accordance with any
instructions,  and if no  specification is made, the proxy will be voted for the
proposals  set  forth  in the  accompanying  notice  of the  annual  meeting  of
shareholders.  Shareholders  who  execute  proxies  may revoke  them at any time
before they are voted,  either by writing to the  Company at the  address  shown
above or in person at the time of the  meeting.  Additionally,  any later  dated
proxy  will  revoke a  previous  proxy  from the same  shareholder.  This  proxy
statement was posted on the Company's website on September 4, 2020.

     There  is one  class  of  capital  stock  outstanding.  Provided  a  quorum
consisting  of  one-third  of the  shares  entitled  to vote is  present  at the
meeting, the affirmative vote of a majority of the shares of common stock voting
in person or  represented  by proxy is required to elect  directors and to adopt
the  other  proposals  to come  before  the  meeting.  Cumulative  voting in the
election of directors is not permitted.

     Shares of the  Company's  common  stock  represented  by properly  executed
proxies  that  reflect  abstentions  or  "broker  non-votes"  will be counted as
present  for  purposes  of  determining  the  presence of a quorum at the annual
meeting.  "Broker  non-votes"  represent  shares  held  by  brokerage  firms  in
"street-name"  with  respect to which the broker has not  received  instructions
from the customer or otherwise  does not have  discretionary  voting  authority.
Abstentions and broker non-votes will not be counted as having voted against the
proposals to be considered at the meeting.

PRINCIPAL SHAREHOLDERS

     The following  table lists, as of September 4, 2020, the  shareholdings  of
(i) each person owning  beneficially  5% or more of the  Company's  common stock
(ii) each officer of the Company,  (iii) each person nominated to be a director,
and (iv) all officers and nominees to the Board of Directors as a group.  Unless
otherwise  indicated,  each owner has sole voting and investment powers over his
shares of common stock.


<PAGE>


Name and Address                   Number of Shares (1)    Percent of Class
----------------                   --------------------    ----------------

Officers and Directors

Daniel B. O'Brien                      4,521,900                36.9%
6001 54 Ave.
Taber, AB
Canada T1G 1X4

John Bientjes                                 --                   --
46081 Greenwood Drive
Chilliwack, BC
Canada V2R 4C9

Robert Helina                             30,000                 0.3%
6001 54 Ave.
Taber, AB
Canada  T1G 1X4

Dr. Thomas Fyles                          15,000                 0.1%
Box 3065
Victoria, BC
Canada V8W 3V6

Ben Seaman                                    --                   --
Unit 605 55 E. Cordova St.
Vancouver BC
Canada V6A 0A5

David Flynn                                   --                   --
202-2526 Yale Court,
Abbotsford, BC
Canada V2S 8G9

All Officers and Directors             4,566,900                37.3%
as a Group (6 persons)

Other Principal Shareholders

Comprehensive Financial Planning, Inc. 1,385,746                11.3%
3950 Fairlane Dr.
Dacula, GA 30019
USA

(1)  Includes shares which may be acquired on the exercise of the stock options
     listed below, all of which were exercisable as of September 4, 2020.


<PAGE>


                     Shares Issuable Upon
                       the Exercise of       Exercise
   Name                    Options              Price     Expiration Date

   Robert Helina            5,000              $1.42      December 31, 2021
                            5,000              $1.70      December 31, 2022
                            5,000              $3.46      December 31, 2023

ELECTION OF DIRECTORS

     Unless the proxy contains  contrary  instructions,  it is intended that the
proxies will be voted for the  election of the persons  listed below to serve as
members of the board of directors  until the next annual meeting of shareholders
and until their successors shall be elected and shall qualify.

     All  nominees  to the  Board of  Directors  have  consented  to  stand  for
re-election.  In case any  nominee  shall be  unable  or shall  fail to act as a
director  by virtue of an  unexpected  occurrence,  the proxies may be voted for
such other person or persons as shall be determined by the persons  acting under
the proxies in their discretion.

     Daniel O'Brien and John Bientjes have served as directors for a significant
period of time and each of those  directors'  long-standing  experience with the
Company  benefits  both the  Company  and its  shareholders.  Robert  Helina  is
qualified to act as a director due to his longstanding financial experience. Dr.
Fyles is qualified to act as a director due to his experience in chemistry.  Ben
Seaman is familiar with the Company and is qualified to act as a director due to
his  experience  in  marketing  and  distribution.  David  Fynn  has  accounting
experience which benefits both the Company and its shareholders.

     Information  concerning  the nominees to the  Company's  Board of Directors
follows:

      Name                              Age         Position

      Daniel B. O'Brien                 64          President, Director
      John H. Bientjes                  67          Director
      Robert Helina                     54          Director
      Thomas Fyles                      68          Director
      Ben Seaman                        40          Director
      David Fynn                        63          Director

     Directors  are  elected  annually  and hold  office  until the next  annual
meeting  of  our  stockholders  and  until  their  successors  are  elected  and
qualified.  All executive offices are chosen by the board of directors and serve
at the board's discretion.

     Daniel B. O'Brien has served as the Company's President and Chief Executive
Officer,  as well as a director  of the  Company  since  June 1998.  He has been
involved in the swimming pool industry since 1990, when he founded the Company's
subsidiary,  Flexible  Solutions  Ltd. From 1990 to 1998 Mr.  O'Brien was also a
teacher at Brentwood College where he was in charge of outdoor education.


<PAGE>


     John H.  Bientjes has been a director of the Company since  February  2000.
Since 1984,  Mr.  Bientjes has served as the manager of the  Commercial  Aquatic
Supplies  Division  of D.B.  Perks &  Associates,  Ltd.,  located in  Vancouver,
British  Columbia,  a company that markets  supplies and equipment to commercial
swimming  pools  which  are  primarily  owned by  municipalities.  Mr.  Bientjes
graduated in 1976 from Simon Fraser  University in Vancouver,  British  Columbia
with a Bachelor of Arts Degree in Economics and Commerce.

     Robert T. Helina has been a director  since  October  2011.  Mr. Helina has
been  involved in the  financial  services  industry for over 25 years which has
given him extensive knowledge in business,  economics and finance. His specially
is in corporate finance and capital markets. Mr. Helina holds a Bachelor of Arts
degree from Trinity Western University.

     Thomas M. Fyles has been a director of the Company since August 2012. Since
1979 Dr.  Fyles has been a chemistry  professor  at the  University  of Victoria
(Assistant Professor  1979-1984/Associate Professor 1984-1992/and Professor with
Tenure  since 1992) Dr.  Fyles  received  his  Bachelor of Science  degree (with
honors) from the  University of Victoria in 1974 and his Ph.D. in chemistry from
York  University in 1977.  Dr. Fyles was a postdoctoral  fellow with Prof.  J.M.
Lehn, Institut Le Bel,  Universite Louis Pasteur,  Strasbourg,  France,  between
September 1977 and July 1979.

     Ben Seaman has been a director  of the  Company  since  October  2016.  Mr.
Seaman has been the CEO of  Eartheasy.com  Sustainable  Living  Ltd since  2007,
growing the company  from $50K to over $25M in annual  revenue.  His company has
contributed  over $1M towards clean water  projects in Kenya since 2013, and has
been recognized internationally by the Stockholm Challenge Award and the Outdoor
Industry  Inspiration  Award in 2016.  Prior to that,  he  worked  in sales  and
investor  relations  at  Flexible  Solutions.  Mr.  Seaman  graduated  from  the
University  of  Victoria  with a  Bachelor  of  Science  degree in 2004.  He has
significant  experience in launching new products,  marketing,  distribution and
e-commerce  in both the US and  Canada.  He's a strong  believer  in the  triple
bottom  line  approach  to  business,   giving   consideration   to  social  and
environmental issues in addition to financial performance.

     David Fynn has been a director of the Company since October 2016.  Mr. Fynn
is   a    Canadian    Chartered    Professional    Accountant    and    services
individuals/companies  in many sectors  including  mining and commodities in his
private practice. David worked as a senior manager with KPMG in Canada and Ernst
& Young in the  United  Kingdom  and Saudi  Arabia.  Since  1996 he has been the
principal of D.A. Fynn & Associates Inc., an accounting firm.

     Daniel B. O'Brien  devotes  substantially  all of his time to the Company's
business.

     The  Company's  Board of Directors met on three  occasions  during the year
ended December 31, 2019. All of the Directors  attended these meetings either in
person, by telephone conference call or by email.

     The Company's Board of Directors does not have a "leadership structure", as
such, since each director is entitled to introduce  resolutions to be considered
by the  Board  and each  director  is  entitled  to one  vote on any  resolution
considered  by the  Board.  The  Company's  Chief  Executive  Officer is not the
Chairman of the Company's Board of Directors.


<PAGE>


     The  Company's  Board  of  Directors  has the  ultimate  responsibility  to
evaluate  and  respond  to risks  facing the  Company.  The  Company's  Board of
Directors  fulfills its obligations in this regard by meeting on a regular basis
and communicating, when necessary, with the Company's officers.

     John Bientjes, Dr. Thomas Fyles, Ben Seaman and David Flynn are independent
directors as that term is defined in section 803 of the listing standards of the
NYSE American.

     For purposes of electing  directors at its annual  meeting the Company does
not have a nominating committee or a committee performing similar functions. The
Company's  Board of  Directors  does  not  believe  a  nominating  committee  is
necessary  since  the  Company's  Board of  Directors  is small and the board of
directors as a whole performs this function.  The current  nominees to the Board
of  Directors  were  selected by a majority  vote of the  Company's  independent
directors.

     The  Company  does not have  any  policy  regarding  the  consideration  of
director  candidates  recommended by shareholders  since a shareholder has never
recommended a nominee to the board of directors. However, the Company's board of
directors  will consider  candidates  recommended by  shareholders.  To submit a
candidate  for the board of  directors  the  shareholder  should  send the name,
address  and  telephone  number of the  candidate,  together  with any  relevant
background  or  biographical  information,  to  the  Company's  Chief  Executive
Officer,  at the address  shown on the cover page of this proxy  statement.  The
board has not established any specific  qualifications  or skills a nominee must
meet to serve as a  director.  Although  the board does not have any process for
identifying and evaluating  director nominees,  the board does not believe there
would be any  differences  in the manner in which the board  evaluates  nominees
submitted by shareholders as opposed to nominees  submitted by any other person.
There have been no material  changes to the procedures by which security holders
may recommend nominees to the Company's board of directors during the past three
years.

     The Company does not have a policy with regard to board member's attendance
at annual  meetings.  A  majority  of board  members  attended  in person or via
conference the last annual shareholder's meeting held on February 27, 2020.

     Holders of the Company's  common stock can send written  communications  to
the Company's  entire board of directors,  or to one or more board  members,  by
addressing  the  communication  to "the  Board of  Directors"  or to one or more
directors,  specifying  the  director  or  directors  by name,  and  sending the
communication  to  the  Company's  offices  in  Taber,  Alberta.  Communications
addressed  to the Board of  Directors  as whole will be  delivered to each board
member.  Communications  addressed to a specific director (or directors) will be
delivered to the director (or directors) specified.

     Security  holder  communications  not sent to the board of  directors  as a
whole or to specified board members are not relayed to board members.


<PAGE>


     The Company has adopted a Code of Ethics that applies to the its  Principal
Financial and Accounting  Officer,  as well as the other company employees.  The
Code   of    Ethics    is    available    at   the    Company's    website    at
www.flexiblesolutions.com.

     If a violation of the code of ethics act is  discovered  or  suspected,  an
officer of the Company must (anonymously, if desired) send a detailed note, with
relevant documents, to the Company's Audit Committee,  c/o John Bientjes,  46081
Greenwood Drive, Chilliwack, BC Canada V2R 4C9

Executive Compensation

     The following  table shows in summary form the  compensation  earned by (i)
the Company's  Principal  Executive and Financial Officer and (ii) by each other
executive  officer of the Company  who earned in excess of  $100,000  during the
fiscal years ended December 31, 2019 and 2018:

                                                                   All
                                                                  Other
                                            Restric-              Annual
                                           ted Stock    Options   Compen-
Name and Princi- Fiscal   Salary    Bonus    Awards     Awards    sation
 pal Position     Year     (1)      (2)       (3)        (4)      (5)     Total
----------------  -----  --------- ------  ----------  --------- --------- -----

Daniel B. O'Brien  2019  $ 750,033   --        --          --     --   $ 750,033
President,
Principal          2018  $ 898,166   --        --          --     --   $ 898,166
Executive and
Financial Officer

(1)  The dollar value of base salary (cash and non-cash) earned.

(2)  The dollar value of bonus (cash and non-cash) earned.

(3)  During the periods  covered by the table the fair value of stock issued for
     services computed in accordance with ASC 718 on the date of grant.

(4)  During the periods  covered by the table the fair value of options  granted
     computed in accordance with ASC 718 on the date of grant.

(5)  All other compensation  received that could not properly be reported in any
     other column of the table.

Non-Qualified Stock Option Plan

     In August 2014 the Company adopted a Non-Qualified  Stock Option Plan which
authorizes the issuance of up to 1,500,000  shares of the Company's 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 Non-Qualified Plan.


<PAGE>


     The Plan is  administered  by the  Company's  Compensation  Committee.  The
Committee  is  vested  with the  authority  to  determine  the  number of shares
issuable  upon the exercise of the options,  the exercise  price and  expiration
date of the options,  and when, and upon what  conditions  options granted under
the Plan will vest or otherwise be subject to forfeiture and cancellation.

     During the fiscal year ended  December 31, 2019, the Company issued 347,000
options pursuant to the Non-Qualified Plan.

     During the fiscal year ended  December 31, 2019, no options were granted to
the Company's  officers or directors  and 5,000 stock options were  exercised by
Robert Helina, one of the Company's directors, at a price of $1.05 per share.

     The  following  table  shows the  weighted  average  exercise  price of the
outstanding options granted pursuant to the Company's Non-Qualified Stock Option
Plan as of December 31, 2019, the Company's most complete fiscal year:

                                                                   Number of
                                                                   Securities
                                                                   Remaining
                                                                  Available for
                                                                 Future Issuance
                              Number of                          Under Equity
                            Securities to                       Compensation
                            be Issued Upon   Weighted-Average   Plans (Excluding
            Total Shares     Exercise of      Exercise Price      Securities
 Plan         Reserved      Outstanding of     Outstanding         Reflected
Category     Under Plans       Options           Options         in Column (a))

                                 (a)               (b)                 (c)
Non-Qualified
Stock Option   1,500,000       635,000             2.31               404,000
   Plan

     The  Company's  Non-Qualified  Stock  Option Plan has been  approved by the
Company's shareholders.

     As of September 4, 2020 options to purchase 600,000 shares of the Company's
common stock were  outstanding  under the  Non-Qualified  Stock Option Plan. The
exercise price of these options  varies  between $0.75 and $4.13 per share.  The
options expire at various dates between December 31, 2020 and December 31, 2024.


<PAGE>


Director Compensation

     The Company  reimburses  directors  for any expenses  incurred in attending
board meetings.  The Company also compensates directors $5,000 annually for each
year that they serve.

     The Company's directors received the following compensation during the year
ended December 31, 2019:

Name                      Paid in Cash     Stock Awards (1) Option Awards (2)
----                      ------------     ---------------- -----------------

John H. Bientjes             $5,000                --                 --
Robert Helina                $5,000                --                 --
Dr. Thomas Fyles             $5,000                --                 --
Ben Seaman                   $5,000                --                 --
David Fynn                   $5,000                --                 --

(1)  The fair value of stock issued for services computed on the date of grant.

(2)  The fair value of options  granted  computed in accordance with on the date
     of grant.

     The  terms of  outstanding  options  held by the  following  persons  as of
September 4, 2020 are shown below.

Name                    Option Price        No. of Options  Expiration Date
----                     -----------        --------------  ---------------

Robert Helina               $1.42               5,000       December 31, 2021
Robert Helina               $1.70               5,000       December 31, 2022
Robert Helina               $3.46               5,000       December 31, 2023
Robert Helina               $2.44               5,000(1)    December 31, 2024

(1)  Options are not exercisable until December 31, 2020.

Compensation Committee

     The Company's  Compensation Committee consists of John Bientjes, Ben Seaman
and David Fynn,  all of whom are  independent as that term is defined in Section
803 of the listing standards of the NYSE American.

     The  Compensation  Committee  is empowered to review and approve the annual
compensation  and  compensation   procedures  for  the  Company's  officers  and
determines  the total  compensation  level  for the  Company's  Chief  Executive
Officer.  The total  proposed  compensation  of the  Company's  Chief  Executive
Officer is formulated and evaluated by its Chief Executive Officer and submitted
to the Company's Compensation Committee for consideration.

     During the year ended  December  31, 2019 the  Compensation  Committee  met
once. All members of the Compensation Committee attended this meeting.


<PAGE>


     During the year ended December 31, 2019,  Daniel B. O'Brien,  the Company's
only executive  officer,  did not participate in  deliberations of the Company's
Compensation Committee concerning executive officer compensation.

     During the year ended  December  31,  2019,  no director of the Company was
also an executive  officer of another entity,  which had an executive officer of
the  Company  serving  as a  director  of  such  entity  or as a  member  of the
Compensation Committee of such entity.

      The following is the report of the Compensation Committee:

     The key components of the Company's executive  compensation program include
annual base salaries and long-term  incentive  compensation  consisting of stock
options.  It is the Company's policy to target  compensation (i.e., base salary,
stock  option  grants  and  other  benefits)  at  approximately  the  median  of
comparable   companies  in  the  industries  in  which  the  Company   competes.
Accordingly,  data on compensation  practices followed by other companies in the
industries in which the Company competes is considered.

     The Company's long-term incentive program consists  exclusively of periodic
grants of stock options with an exercise price equal to the fair market value of
the Company's  common stock on the date of grant.  To encourage  retention,  the
ability to exercise  options granted under the program may be subject to vesting
restrictions. Decisions made regarding the timing and size of option grants take
into account the performance of both the Company and the employee,  "competitive
market"  practices,  and the size of the option grants made in prior years.  The
weighting of these factors varies and is subjective. Current option holdings are
not considered when granting options.

     The foregoing  report has been approved by the members of the  Compensation
Committee:

                                  John Bientjes
                                   Ben Seaman
                                   David Fynn

Audit Committee

     The Company's  Audit  Committee  presently  consists of John Bientjes,  Ben
Seaman  and David Fynn all of whom are  independent  directors  and have  strong
financial  backgrounds.  The  purpose  of the Audit  Committee  is to review and
approve  the  selection  of the  Company's  auditors  and review  the  Company's
financial statements with the Company's independent registered public accounting
firm. The Audit  Committee also serves as an independent  and objective party to
monitor the Company's  financial reporting process and internal control systems.
The  Audit  Committee  meets  periodically  with  management  and the  Company's
independent auditors.

     During the fiscal year ended  December 31, 2019,  the Audit  Committee  met
four times.  All members of the Audit  Committee  attended these  meetings.  The
following is the report of the Audit Committee:


<PAGE>


(1)  The Audit Committee  reviewed and discussed the Company's audited financial
     statements  for the  year  ended  December  31,  2019  with  the  Company's
     management.

(2)  The Audit  Committee  discussed with the Company's  independent  registered
     public accounting firm the matters required to be discussed by Statement on
     Accounting  Standards (SAS) No. 61 "Communications with Audit Committee" as
     amended by SASs 89 and 90.

(3)  The Audit  Committee  has received the written  disclosures  and the letter
     from the Company's  independent  registered public accounting firm required
     by PCAOB (Public Company  Accounting  Oversight Board)  standards,  and had
     discussed with the Company's independent  registered public accounting firm
     the independent registered public accounting firm's independence.

(4)  Based on the review and discussions  referred to above, the Audit Committee
     recommended to the Board of Directors that the audited financial statements
     be  included  in the  Company's  Annual  Report on Form 10-K/A for the year
     ended  December  31,  2019 for  filing  with the  Securities  and  Exchange
     Commission.

(5)  During the year ended  December 31, 2019 the Company paid Morgan & Company,
     LLP $5,540 for their  review of the  Company's  10-Q  report for the period
     ended  September 30, 2019 and all regulatory  filings.  Meyers Norris Penny
     LLP, the Company's former  independent  registered  public accounting firm,
     was paid audit and audit related fees of $15,541 for professional  services
     rendered for their review the Company's  10-Q reports for the periods ended
     March 31, 2019 and June 30, 2019.

(6)  The Audit  Committee is of the opinion that these fees are consistent  with
     the Company's  accounting firms  maintaining  their  independence  from the
     Company.

     The  foregoing  report  has  been  approved  by the  members  of the  Audit
Committee:

                                  John Bientjes
                                   Ben Seaman
                                   David Fynn

     The  Company's  Board of  Directors  has adopted a written  charter for the
Audit  Committee,  a copy  of  which  is  available  on the  Company's  website:
www.flexiblesolutions.com.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

     The Dodd-Frank  Wall Street Reform and Consumer  Protection Act of 2010, or
the Dodd-Frank Act, enables the Company's  shareholders to vote to approve, on a
nonbinding advisory basis, the compensation of the Company's executive officers.

     Accordingly,  the Company will ask  shareholders  to vote for the following
resolution at the annual meeting:

          "RESOLVED,  that the Company's  shareholders  approve, on a nonbinding
          advisory basis, the compensation of the Company's  executive officers,
          as disclosed in the Company's  Proxy  Statement for the Annual Meeting
          of   Shareholders  to  be  held  October  15,  2020  pursuant  to  the
          compensation   disclosure   rules  of  the   Securities  and  Exchange
          Commission,  including the Executive  Compensation Table and the other
          related  tables  and  narrative  disclosure  in  the  Company's  proxy
          statement."


<PAGE>


     To the extent there is any  significant  vote  against the named  executive
officer  compensation as disclosed in this proxy statement,  the Company's Board
of Directors and its Compensation Committee will consider shareholders' concerns
and the Company's  Compensation  Committee will evaluate whether any actions are
necessary to address those concerns.

     The  Board of  Directors  recommends  that the  shareholders  approve  on a
nonbinding  advisory  basis the  resolution  approving the  compensation  of the
Company's executive officers set forth in this proxy statement.

     The Company has elected to have the advisory vote on executive compensation
submitted to its shareholders at each annual meeting.

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     Morgan & Company LLP served as the Company's independent  registered public
accounting  firm for the fiscal year ended  December  31,  2019.  MNP,  LLP, the
Company's former  independent  registered  public accounting firm served for the
fiscal year ended December 31, 2018.

     The following  table shows the aggregate  fees billed to the Company during
the years ended  December  31,  2019 and 2018 by Morgan & Company,  LLP and MNP,
LLP:

                                                Year  Ended December 31,
                                                2019                2018
                                                ----                ----

Audit Fees                                    $93,977             $67,493
Audit-Related Fees                                 --                  --
Tax Fees                                      $ 4,711             $ 9,090
All Other Fees                                     --                  --

     Audit fees represent amounts billed for professional  services rendered for
the audit of the Company's  annual  financial  statements and the reviews of the
financial  statements included in the Company's 10-Q reports for the fiscal year
and all regulatory  filings.  Audit-related  fees  represent  amounts billed for
reviewing  amendments  to the Company's  10-K and 10-Q reports.  Before Morgan &
Company,  LLP was engaged by the Company to render audit or non-audit  services,
the  engagement  was approved by the Company's  audit  committee.  The Company's
Board of  Directors  is of the opinion  that the audit fees  charged by Morgan &
Company LLP are consistent with that firm maintaining its independence  from the
Company.

     On August  22,  2019 the  Company  dismissed  MNP,  LLP as its  independent
registered public accounting firm.


<PAGE>


     On  August  22,  2019  the  Company  engaged  Morgan  and  Company  as  its
independent  registered  public  accounting  firm  and the  Board  of  Directors
selected  Morgan and  Company to audit the books and  records of the Company for
the fiscal year ending December 31, 2019.

     Morgan and Company became Smythe, LLP on August 1, 2020

     A  representative  of  Smythe,  LLP is not  expected  to be  present at the
shareholders' meeting.

                   AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

     The Company's Annual Report on Form 10-K/A for the year ending December 31,
2019 will be sent to any shareholder of the Company upon request. Requests for a
copy of this  report  should be  addressed  to the  Company's  Secretary  at the
address provided on the first page of this proxy statement.

                              SHAREHOLDER PROPOSALS

     Any  shareholder  proposal  which may  properly  be  included  in the proxy
solicitation  material  for the annual  meeting of  shareholders  following  the
Company's  year ending  December  31,  2020 must be  received  by the  Company's
Secretary no later than April 30, 2021.

                                     GENERAL

     The  cost  of   preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying notice and proxy statement,  and all other costs in connection with
solicitation  of proxies will be paid by the Company  including  any  additional
solicitation  made by  letter,  telephone  or email.  Failure  of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to  additional  expense.  The  Company's  annual  report,   including  financial
statements  for the 2019 fiscal year,  is available  at the  Company's  website:
www.flexiblesolutions.com.

     The  Company's  Board of Directors  does not intend to present and does not
have reason to believe  that others will  present any other items of business at
the annual  meeting.  However,  if other  matters are properly  presented to the
meeting for a vote,  the proxies will be voted upon such  matters in  accordance
with the judgment of the persons acting under the proxies.

     Please complete, sign and return the attached proxy promptly.


<PAGE>


                                   PROXY CARD
                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
           This Proxy is solicited by the Company's Board of Directors

The  undersigned   stockholder  of  Flexible   Solutions   International,   Inc.
acknowledges  receipt of the Notice of the Annual Meeting of  Stockholders to be
held October 15, 2020, at 6:00 p.m.  local time, at Unit 15 - 6782 Veyaness Rd.,
Saanichton,  BC Canada V8M 2C2 and hereby appoints Daniel O'Brien with the power
of substitution, as Attorney and Proxy to vote all the shares of the undersigned
at said annual meeting of stockholders and at all adjournments  thereof,  hereby
ratifying and  confirming all that said Attorney and Proxy may do or cause to be
done by virtue hereof.  The above named Attorney and Proxy is instructed to vote
all of the undersigned's shares as follows:

(1)  To elect the persons who shall  constitute the Company's Board of Directors
     for the ensuing year.

  |_| FOR all nominees listed below    |_| WITHHOLD AUTHORITY to vote for all
       (except as marked to                 nominees listed below
        the contrary below)

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)

Nominees:  Daniel B. O'Brien  John H. Bientjes  Robert  Helina  Thomas Fyles
           Ben Seaman   David Fynn

     (2) To approve on an advisory  basis,  the  compensation  of the  Company's
executive officers. |_| FOR |_| AGAINST |_| ABSTAIN

     (3) To ratify the appointment of Smythe,  LLP as the Company's  independent
registered  public accounting firm for the fiscal year ending December 31, 2020.
|_| FOR |_| AGAINST |_| ABSTAIN

     To transact such other business as may properly come before the meeting.

     THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ALL DIRECTORS AND ITEMS 2 AND 3.

                            Dated this      day of           ____________  2020.

                                                                            ____
                                                             -------------------
                                                                     (Signature)
                                                                            ____
                                                             -------------------
                                                                     (Signature)

     Please sign your name exactly as it appears on your stock  certificate.  If
shares are held jointly, each holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.

     Please Sign, Date and Return this Proxy so that your shares may be voted at
the meeting.

Send the proxy statement by regular mail, email, or fax to:

                     Flexible Solutions International, Inc.
                             Attn: Daniel B. O'Brien
                                  6001 54 Ave.
                                    Taber, AB
                                 Canada T1G 1X4
                               Phone: 403 223 2995
                                Fax: 403 223 2905
                       Email: damera@flexiblesolutions.com


<PAGE>


                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
               NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

     Important  Notice  Regarding the  Availability  of Proxy  Materials for the
Shareholder Meeting to Be Held on October 15, 2020.

     1.   This notice is not a form for voting.

     2.   This  communication  presents  only an overview  of the more  complete
          proxy  materials  that  are  available  to  you on  the  Internet.  We
          encourage  you to access and review all of the  important  information
          contained in the proxy materials before voting.

     3.   The  Proxy  Statement,   Information   Statement,   Annual  Report  to
          Shareholders is available at
          http://flexiblesolutions.com/investor/AGM_2020.shtml

     4.   If you want to receive a paper or email copy of these  documents,  you
          must  request  one.  There is no charge to you for  requesting a copy.
          Please make your request for a copy as  instructed  below on or before
          September 15, 2020 to facilitate timely delivery.

     The 2020 annual meeting of the Company's  shareholders will be held Unit 15
- 6782 Veyaness Rd., Saanichton,  BC Canada V8M 2C2 on October 15, 2020, at 6:00
p.m. Pacific Time, for the following purposes:

     (1)  to elect the directors  who shall  constitute  the Company's  Board of
          Directors for the ensuing year;

     (2)  to approve on an advisory  basis,  the  compensation  of the Company's
          executive officers;

     (3)  to ratify the appointment of Smythe, LLP as the Company's  independent
          registered  public accounting firm for the fiscal year ending December
          31, 2019; and

     to transact such other business as may properly come before the meeting.

     The Board of Directors  recommends that shareholders vote FOR all directors
and proposals 2 and 3.

     September 4, 2020 is the record date for the  determination of shareholders
entitled  to notice of and to vote at such  meeting.  Shareholders  may cast one
vote for each share held.

      Shareholders may access the following documents at or
http://flexiblesolutions.com/ investor/ AGM_2020.shtml:

     o    Notice of the 2020 Annual Meeting of Shareholders
     o    Company's 2020 Proxy Statement;
     o    Company's Annual Report on form 10-K/A for the year ended December 31,
          2019
     o    Proxy Card


<PAGE>


     Shareholders may request a paper copy of the Proxy Materials and Proxy Card
by     calling     1-800-661-3560,     by     emailing     the     Company    at
http://flexiblesolutions.com/investor/    AGM_2020.shtml,    or   by    visiting
http://flexiblesolutions.com/investor/AGM_2020.shtml  and indicating if you want
a paper copy of the proxy materials and proxy card:

     o    for this meeting only, or
     o    for this meeting and all other meetings.

     If you have a stock  certificate  registered in your name, or if you have a
proxy from a shareholder  of record on September 4 , 2020,  you can, if desired,
attend the Annual Meeting and vote in person. Shareholders can obtain directions
to       the       2020       annual       shareholders'        meeting       at
http://flexiblesolutions.com/investor/AGM_2020.shtml.

     Please  visit  www.flexiblesolutions.com  to print  and fill out the  Proxy
Card. Complete and sign the proxy card and mail the Proxy Card to:

                     Flexible Solutions International, Inc.
                                  6001 54 Ave.
                                    Taber, AB
                                 Canada T1G 1X4

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