SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM SB-2 A-1
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------


                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

        Nevada                          2800                        1922863
------------------------     ----------------------------     ------------------
(State of Incorporation)     (Primary Standard Industrial     (IRS Employer I.D.
                             Classification Number)            Number)



                              2614 Queenswood Drive
                          Victoria, BC, V8N 1X5, Canada
                                 (250) 477-9969
          -------------------------------------------------------------
          (Address and telephone number of principal executive offices)

--------------------------------------------------------------------------------
                              2614 Queenswood Drive
                          Victoria, BC, V8N 1X5, Canada
                    ----------------------------------------
                    (Address of principal place of business)

                          Daniel B. O'Brien, President
                     Flexible Solutions International, Inc.
                              2614 Queenswood Drive
                          Victoria, BC, V8N 1X5, Canada
                                 (250) 477-9969
                ------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:

                           Joel Bernstein, Esq., P.A.
                            11900 Biscayne Blvd. #604
                                 Miami, FL 33181
                                 (305) 892-1122
                               Fax:(305) 892-0822


          Approximate  date of  proposed  commencement  of sale to the
          public:  From time to time after the Registration  Statement
          becomes effective.



                         CALCULATION OF REGISTRATION FEE

============================================================================================
                                                                    
Title of each                           Proposed            Proposed            Amount of
class of securities  Amount             maximum offering    maximum aggregate   Registration
to be registered     to be registered   price per unit(1)   offering price      Fee
----------------     ----------------   -----------------   -----------------   ------------

common stock         1,828,600 shares   $3.08               $5,632,088          $518.15



(1)      Estimated solely for purposes of calculating the registration fee based
         upon the  average of  the bid and asked  price in  the over the counter
         market on September 13, 2002

Registrant hereby amends the registration statement on such date or dates as may
be  necessary  to delay its  effective  date until the  registrant  shall file a
further amendment which  specifically  states that this  registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Acts  of 1933 or  until  the  registration  statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

































                                       2

PROSPECTUS

Information   contained  herein  is  subject  to  completion  or  amendment.   A
   registration  statement  relating to these securities has been filed with the
   Securities and Exchange Commission.  These securities may not be sold nor may
   offers  to buy be  accepted  prior  to the time  the  registration  statement
   becomes  effective.  This prospectus shall not constitute an offer to sell or
   the  solicitation  of an  offer to buy nor  shall  there be any sale of these
   securities  in any state in which such offer,  solicitation  or sale would be
   unlawful prior to registration or qualification  under the securities laws of
   any such state.

                 SUBJECT TO COMPLETION, DATED JANUARY ___, 2003

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.


                        1,828,600 Shares of Common Stock


These shares of common stock are being offered by the selling shareholders named
in this prospectus.

The selling  shareholders  may sell the shares covered by this prospectus on the
American  Stock  Exchange  in ordinary  brokerage  transactions,  in  negotiated
transactions or otherwise, at prevailing market prices at the time of sale or at
negotiated  prices,  and may engage a broker or a dealer to sell the shares. For
additional information,  you should refer to the Plan of Distribution section of
this  prospectus.  The  selling  shareholders  may be deemed to be  underwriters
within the meaning of the  Securities  Act in connection  with their sale of our
shares.  We will not receive any proceeds from the sale of the shares,  but will
bear the costs relating to the registration of the shares.

Our common stock is traded on the American Stock Exchange under the symbol FSI.

INVESTING  IN THE  COMMON  STOCK  INVOLVES  A HIGH  DEGREE OF RISK.  YOU  SHOULD
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 4.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this prospectus is ___________, 2003

























                                       3

PROSPECTUS SUMMARY

Our company

Flexible  Technologies  International,  Inc. develops,  manufactures and markets
specialty  chemicals  which  slow down the  evaporation  of water.  Our  initial
product, Heat$avr, is marketed for use in swimming pools and spas where its use,
by  slowing  the  evaporation  of  water,  allows  the  water to retain a higher
temperature  for a longer period of time and thereby reduces the energy required
to  maintain  the  desired  temperature  of the  water in the pool.  Our  newest
product,  Water$avr, is marketed for water conservation where its use slows down
water loss due to evaporation.  This product is designed for use in agriculture,
golf  course  and  turf,  reservoirs,  and  irrigation.  We also  make  and sell
dispensers which automate the deployment of our chemical products.

We are a Nevada corporation which was incorporated in May 1998. Our wholly-owned
subsidiary,   Flexible  Solutions,  Ltd.,  which  we  acquired  in  1998,  began
operations in 1991. Our executive  office is located at 2614  Queenswood  Drive,
Victoria,  British  Columbia V8N 1X5. Our telephone number is (250) 477-9969 and
our facsimile number is (250) 477-9912.

RISK FACTORS

Except for historical information, the information in this prospectus and in our
SEC  reports  contains  forward-looking  statements  about our  expected  future
business and performance. Our actual operating results and financial performance
may prove to be very  different from what we might have predicted as of the date
of  this   prospectus.   The  risks   described   below   deserve  your  special
consideration.

OUR BUSINESS WOULD BE ADVERSELY AFFECTED IF WE LOST THE SERVICES DAN O'BRIEN,
OUR CHIEF EXECUTIVE OFFICER.

We are dependent  upon the services of Dan O'Brien,  who serves as our president
and chief  executive  officer.  Our business would be adversely  affected if the
executive  services of Mr. O'Brien ceased to be available us because none of our
other  employees  could  take over the  management  activities  of Mr.  O'Brien.
Therefore we would have to recruit one or more new  executives  but there can be
no assurance  that we would be able to engage a replacement  executive  with the
required skills on satisfactory  terms.  Mr. O'Brien does not have an employment
contract with Flexible. We have a key man life insurance policy in the amount of
CDN $400,000 (currently approximately USD$250,000) on Mr. O'Brien.

OUR REVENUES WOULD BE SUBSTANTIALLY REDUCED IF WE LOST THE MAJOR CUSTOMER THAT
ACCOUNTS FOR A SUBSTANTIAL AMOUNT OF OUR SALES.

Our exclusive U.S. and Canadian  distributor of our HEAT$AVR product packaged in
our Tropical Fish dispenser  account for 96.4% of our sales revenues in 2001 and
94.7% of our sales  revenues  for the nine  months  ended  September  30,  2002.
Although  we have an  agreement  with such firm which is  described  below,  the
agreement does not require the distributor to purchase any minimum amount of our
products,  nor does it  prevent  it from  handling  competing  products.  If our
distributor  reduced its  purchase or ceased to purchase  our  products we would
suffer  substantial  reduction  in our sales and would have to make  alternative
arrangements to distribute our


                                       4

Tropical Fish product in the U.S. and Canada. There can be no assurance that we
would be able to replace the services of this distributor on satisfactory terms.

THE RECENT INTRODUCTION OF OUR WATER$AVR PRODUCT MAY RESULT IN LOSSES.

We introduced our WATER$AVR  product in June 2002. We have delivered  quantities
for testing by potential customers but only one customer has 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 cannot assure that we will receive sufficient orders of this
product  to  achieve  profits  or cover  the  additional  expenses  incurred  to
manufacture and market this product.

OUR PRODUCTS CAN BE HAZARDOUS IF NOT HANDLED, STORED AND USED PROPERLY.

HEAT$AVR  is  flammable  and  must  be  stored  properly  to  avoid  fire  risk.
Additionally,  it may injure eyes which are exposed to the concentrated product.
Although we label the products to warn of such risks, our sales could be reduced
if our products  were to be viewed as being  dangerous  to use or actually  been
implicated in causing personal injury or property damage, which is not currently
the case.

USE OF PROCEEDS

The shares being sold with this  prospectus  are being sold by selling  security
holders. Flexible will not receive the proceeds of any sales.

MARKET FOR SECURITIES

Our common stock began trading on the American  Stock  Exchange under the symbol
FSI  on  November   19,   2002.   Prior  to  that,   our  stock  traded  on  the
over-the-counter market and was quoted on the NASD Electronic Bulletin Board.

The  following  is the range of high and low  closing  bid prices  for  Flexible
common stock for the periods indicated:

                                                 CLOSING BID
                        2000                  High          Low
                        ----                  -----------------

            January 3 - March 31               .255          .05
            April 3 - June 30                  .20           .10
            July 3 - September 29              .80           .15
            October 2 - December 29            .71875        .50

                        2001

            January 2 - March 30               2.75          .6875
            April 2 - June 29                  2.30         1.50
            July 2 - September 28              1.75          .67
            October 1 - December 31            1.45          .73

                        2002

            January 2 - March 28               3.57         1.30
            April 1 - June 28                  4.10         2.50
            July 1 - September 30              3.85         1.95


                                       5


The  above  represents  inter-dealer  quotations  which  do not  include  retail
mark-ups,  markdowns,  or commissions,  and do not necessarily  represent actual
transactions. We had 75 record holders of our common stock on December 31, 2002.
Such shares are owned by approximately 350 beneficial owners.

Our common  stock also trades on the  Frankfurt  Germany  stock market under the
symbol FXT.

THE PENNY STOCK RULES

The Securities and Exchange  Commission has adopted  regulations which generally
define a penny stock to be any equity security that has a market price less than
$5.00 per share,  subject to certain  exceptions.  Until November 19, 2002, when
our shares began trading on the American Stock Exchange,  our shares were within
the definition of a penny stock and were subject to rules that impose additional
sales  practice  requirements  on  broker-dealers  who sell such  securities  to
persons other than  established  customers and accredited  investors  (generally
those with assets in excess of $1,000,000 or annual income  exceeding  $200,000,
or $300,000  together  with their  spouse).  For  transactions  covered by these
rules, the broker-dealer must make a special  suitability  determination for the
purchase of such securities and have received the purchaser's written consent to
the  transaction  prior  to the  purchase.  Additionally,  for  any  transaction
involving a penny stock, unless exempt, the rules require the delivery, prior to
the  transaction,  of a risk  disclosure  document  mandated  by the  Commission
relating to the penny stock  market.  The  broker-dealer  also must disclose the
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the  securities  and, if the  broker-dealer  is the sole
market-maker,  the broker-dealer must disclose this fact and the broker-dealer's
presumed  control  over the market.  Finally,  monthly  statements  must be sent
disclosing  recent price information for the penny stock held in the account and
information  on the limited  market in penny  stocks.  The penny stock rules may
restrict  the  ability of  broker-dealers  to sell our shares and may affect the
ability of our shareholders to sell our shares in the secondary market.

DIVIDEND POLICY

Flexible  has  not  paid  any  dividends  on  its  common  stock,  and it is not
anticipated that any dividends will be paid in the foreseeable future. The Board
of  Directors  intends  to follow a policy of  retaining  earnings,  if any,  to
finance the growth of the company.  The  declaration and payment of dividends in
the future will be  determined  by the Board of Directors in light of conditions
then existing,  including the company's earnings,  financial condition,  capital
requirements and other factors.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

Our operating  activities are related  primarily to manufacturing  and marketing
our swimming pool chemical  product  called  "HEAT$AVR",  including the consumer
version packed in our "Tropical  Fish"  dispenser.  In June 2002 we introduced a
fresh water evaporation control chemical product called "WATER$AVR".

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The SEC has recently  issued  Financial  Reporting  Release No. 60,  "Cautionary
Advice  Regarding  Disclosure  About Critical  Accounting  Policies" ("FRR 60"),
suggesting  companies  provide  additional  disclosure  and  commentary on those
accounting  policies  considered most critical.  A critical accounting policy is
one that is both very important to the portrayal of our financial  condition and
results,  and  requires  management's  most  difficult,  subjective  or  complex
judgments.  Typically,  the circumstances  that make these judgments  difficult,
subjective  and/or complex have to do with the need to make estimates  about the
effect of matters  that are  inherently  uncertain.  We believe  the  accounting
policies below represent our critical accounting policies as contemplated by FRR
60. See Note 3 of the Notes to Consolidated  Financial Statements for a detailed
discussion on the application of these and other accounting policies.

Allowances  for Product  Returns.  We still grant  certain of our  customers the
right to return  product  which they are unable to sell.  Upon sale, we evaluate
the need to record a  provision  for  product  returns  based on our  historical
experience, economic trends and changes in customer demand.

Allowances for Doubtful Accounts Receivable. We evaluate our accounts receivable
to determine if they will  ultimately be  collected.  This  evaluation  includes
significant judgments and estimates,  including an analysis of receivables aging
and a review of large accounts.  If, for example, the financial condition of our
customers  deteriorates  resulting in an impairment of their ability to pay or a
pattern of late payment develops, allowances may be required.

Provisions  for  Inventory  Obsolescence.  We may need to record a provision for
estimated obsolescence and shrinkage of inventory.  Our estimates would consider
the cost of  inventory,  the  estimated  market  value,  the  shelf  life of the
inventory  and  our  historical  experience.  If  there  are  changes  to  these
estimates, provisions for inventory obsolescence may be necessary.


                                       6


Results of Operations

Nine months ended September 30, 2002 and 2001

Sales for the nine months ended September 30, 2002 were  $1,089,164  compared to
$1,307,649  for the 2001  period,  a decrease of  $218,485  or 16.7%.  Our sales
decline was primarily the result of poor weather  conditions in the Eastern U.S.
and Canada which  reduced the outdoor  swimming  season and therefore the demand
for our tropical fish product. There were no price changes in this period.

Our overall gross profit margin on product sales decreased  slightly to 45.4% in
the nine months  ended  September  30, 2002 from 50.8% in the prior year period.
This decrease was primarily due to our increased production  capability creating
fixed costs that were not yet covered by the benefit of  projected  increases in
utilization.

Operating  expenses  for the nine month  period  ended  September  30, 2002 were
$3,381,707,  up from $290,105 in the 2001 period. We issued over 2 million stock
options to  employees  and  consultants  which  resulted  in a non-cash  expense
recognition  of $2,736,608  in the 2002 period.  In the 2002 period we increased
sales and marketing costs in connection with our WATER$AVR  product and this was
reflected in increased wages, office,  rent,  telephone and travel expenses.  We
incurred higher  professional fees in the 2002 period primarily due to increased
legal and  accounting  expenses.  Depreciation  expense was $15,335 for the 2002
period  compared to $8,968 for the 2001 reflecting  depreciation  for additional
property and equipment  added in 2002.  We also  undertook a program to increase
investor  awareness of our company and this  program  resulted in an increase in
stock  promotion  and  transfer  agent's fee in 2002.  We also had an expense of
$20,105 in 2002 for currency exchange. There was no such charge in 2001.

Our income tax provision for the nine months ended  September 30, 2001 reflected
a 38% effective tax rate on pretax income.  There was no income tax provision in
2002 due to the net loss.  There was a net loss of $2,871,363 in the 2002 period
compared to net income of $232,249 in 2001.

Year Ended December 31, 2001 and 2000

Fiscal 2001 revenue rose 30% to $1,334,273  because of more effective  marketing
with the preponderance of sales continuing to be in Canada to our Montreal-based
distributor. The distributor reports that 75% of his sales are in the USA. Gross
profit margins were stable at 50.3%.  Product mix shifted little during the year
with a continued  emphasis on "Tropical  Fish".  There were no price  changes in
this period.

Operating  expenses for 2001 were  $806,020 up from $289,860 in the 2000 period.
Wages  increased to $313,918 in 2001 from $87,907 in 2000. In 2001 this included
$173,750  related to granting of stock options  rather than cash  expense.  Cash
expense  also  increased  due to  increased  production  levels  and to  further
introduction  of WATER$AVR.  In the 2001 period we increased sales and marketing
costs in  connection  with our  WATER$AVR  product  and  this was  reflected  in
increased wages, office, rent, telephone and travel expenses.  We incurred lower
professional  fees  in  the  2001  period  primarily  due  decreased  legal  and
accounting  expenses.  Depreciation  expense  was  $18,910  for the 2001  period
compared to $13,489 for 2000 reflecting  additional  depreciation for additional
property and equipment  added in 2001.  We also  undertook a program to increase
investor  awareness of our company and this  program  resulted in an increase in
stock  promotion and transfer  agent's fee in 2001. We also had income of $2,368
in 2001 for currency exchange. There was $19,344 of such income in 2000.

There was a net loss of $233,955  in 2001  compared to net income of $138,971 in
2000.


                                       7

Liquidity and Capital Resources

We sold  1,828,600  shares of common stock to investors in 2002 for net proceeds
of $5,750,000. We believe we have sufficient capital to support our business and
operations   for  at  least  the  next  12  months.   We  anticipate   utilizing
approximately  $2 million in the next twelve  months to attempt to increase  the
sales of our  products by adding  sales and  marketing  professionals,  increase
advertising and promotion  expenses,  improve our products,  develop  additional
uses for our core technology and make additional patent applications.  There can
be no assurance that such  expenditures  will result in significant  increase in
sales of our products. Approximately $1,900,000 of such expenditures are related
to our recently introduced WATER$AVR product. There can be no assurance that any
of the expenditures will result in additional sales revenues.

SEASONALITY

Our  operations  are  subject  to  seasonal  fluctuations.  Use of our  products
increase in summer  months in most  markets and result in our sales from January
to June being greater than in July through November. Additionally, cooler summer
weather  patterns lead to lower sales volume,  particularly of our Tropical Fish
product which is geared to residential  pools,  due to shorter  swimming  season
while hotter weather  results in increased sales volume due to a longer swimming
season.  We  believe  we are  able  to  adequately  respond  to  these  seasonal
fluctuations by reducing or increasing production as needed.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus discuss future expectations,
contain  projections  of  future  operations  or state  other  "forward-looking"
information.   These   statements  are  subject  to  known  and  unknown  risks,
uncertainties  and other  factors that could cause the actual  results to differ
materially  from  those  contemplated  by the  statements.  The  forward-looking
information  is  based  on  various   factors  and  is  derived  using  numerous
assumptions.  Important  factors  that may cause  actual  results to differ from
projections include, for example:

o        the  success or  failure  of  management's  efforts  to  implement  our
         business strategy;
o        the uncertainty of demand for our products;
o        introduction of competitive products which may be superior to ours; and
o        our ability to attract and retain quality employees.

We do not  promise  to update  forward-looking  information  to  reflect  actual
results or changes in  assumptions  or other  factors  that could  affect  those
statements.


















                                       8

OUR BUSINESS

Flexible Solutions  International,  Inc. was incorporated in the State of Nevada
in May 1998. It acquired all of the  outstanding  shares of Flexible  Solutions,
Ltd., a British  Columbia  corporation,  in June 1998 in exchange for  7,000,000
shares of common  stock,  which  represented  all of the issued and  outstanding
shares  of  Flexible   Solutions   International   at  the  conclusion  of  such
acquisition.  Flexible  Solutions  International  had no other  business and was
incorporated in order to acquire Flexible  Solutions,  Ltd. Flexible  Solutions,
Ltd.  was  organized  in 1991 to develop  and market a  swimming  pool  chemical
product designed to reduce heat loss.

We completed the development of our HEAT$AVR product and introduced it into the
commercial marketplace in 1998, achieving sales of $84,252 that year. Since that
time we have been expanding our distribution network and working to complete the
development of our WATER$AVR product.

In  2002  we  established   Watersavr  Global   Solutions,   Inc.,  an  Illinois
corporation,  as a wholly  owned  subsidiary  to  concentrate  on  marketing  of
WATER$AVR.

Flexible develops,  manufactures and markets specialty chemicals which slow down
the evaporation of water. Our initial product,  Heat$avr, is marketed for use in
swimming  pools and spas where its use,  by slowing  the  evaporation  of water,
allows the water to retain a higher  temperature for a longer period of time and
thereby reduces the energy  required to maintain the desired  temperature of the
water in the  pool.  Our  newest  product,  Water$avr,  is  marketed  for  water
conservation in irrigation  canals,  aquaculture,  and reservoirs  where its use
slows down water loss due to evaporation. We also make and sell dispensers which
automate the deployment of our chemical products.

Our HEAT$AVR product

The primary product of Flexible is HEAT$AVR which represents  substantially  all
of our sales.  HEAT$AVR is a chemical product for use in swimming pools and spas
that forms a thin,  invisible  layer on the surface of water  which  reduces the
amount of water evaporation and heat loss from the pool. The product is marketed
as a cost effective and convenient way to save on the cost of energy required to
heat pools and spas.  Approximately  70% of the energy lost from a swimming pool
occurs through evaporation.

HEAT$AVR is a mixture of chemicals  which are lighter  than water.  The solution
floats to the  surface  when  introduced  into a pool or spa to form a very thin
layer on the surface of the water which slows down evaporation of water from the
surface of the pool.  The  product is not  visible  on the pool  surface  and it
cannot be seen, felt or tasted by swimmers. After a swimmer stops disturbing the
pool water, the product reforms to a complete layer on the pool surface.

We  market  HEAT$AVR  to the  residential  market  primarily  in the form of our
"Tropical  Fish"  dispenser.  Each  Tropical  Fish  dispenser  is made of molded
plastic  in the form of a ten inch long  colorful  Tropical  Fish that is filled
with enough HEAT$AVR solution to cover the surface of a 400 square foot swimming
pool for about one month.  The Tropical Fish is deployed by snipping the fin and
tossing  the fish into the pool  where it  submerges  to the bottom of the pool.
Water pressure  causes the HEAT$AVR liquid inside to escape into the water where
it rises to the  surface  and forms an  invisible  layer on the  surface  of the
water.  The empty  dispenser can remain on the bottom of the pool for decoration
and use as a pool toy or be removed.  The Tropical  Fish product has a suggested
retail price of $9.95 in the United States.

Benefits of HEAT$AVR use in outdoor pools

In outdoor  swimming pools HEAT$AVR  provides  savings on pool heating costs and
provides convenience of use when compared to pool blankets.

Pool personnel  often find it  inconvenient  to use  conventional  pool blankets
correctly and  consistently.  Pool blankets are plastic  covers which are cut to
the size and shape of the surface of the pool or spa.  They float on the surface
and perform the same purpose as HEAT$AVR of reducing  energy cost by  inhibiting
evaporation.  Of course the blanket must be removed and stored prior to swimmers
entering the pool and provide no energy  savings when not in the pool.  HEAT$AVR
eliminates  the  necessity of  installing,  removing and storing the blanket and
works 24 hours a day.  We  believe  that the ease of use  provided  by  HEAT$AVR
results in more consistent usage.



                                       9

Benefits of HEAT$AVR use in indoor pools

Use of HEAT$AVR in indoor pools results in even greater energy  savings.  Indoor
pool  locations  use energy not only to heat the pool water but to air condition
the pool  environment.  By slowing the transfer of heat and water vapor from the
pool to the atmosphere of the pool enclosure  atmosphere less energy is required
to maintain a pool at the desired  temperature,  there is a reduced  load on the
air-conditioning  system because less is heat transferred from the pool water to
the surrounding air and less water vapor will have to be removed from the air to
maintain the required comfort level.  Air-conditioned indoor pools are very high
users of  energy  because  swimmers  and  loungers  have  differing  temperature
expectations  which require both water heat,  generally by gas, and electric air
cooling to keep both groups happy in the same room.

Market for HEAT$AVR

We  market  our  HEAT$AVR  product  to both the  residential  market  made up of
individual  homeowners with pools and spas and the commercial  market consisting
of  operators  of  commercial  swimming  pools such as those  located in hotels,
motels, schools, and municipal and private recreational facilities.

The residential market

Pool and Spa Marketing Magazine in their 2002 Reference and Directory  estimates
that there are  approximately 8 million  residential in ground swimming pools in
the  United  States and  Canada,  with  approximately  250,000  new pools  added
annually.

The commercial market

We estimate that there are approximately  106,000  municipal  swimming pools and
280,000 hotel swimming pools in our target markets of Australia, Canada, Europe,
and the United  States.  We have  received  reports from some of our  commercial
customers  documenting energy savings of $2,400 to $6,000 per year. We also make
and sell  programmable  dispenser for automatically  displacing  HEAT$AVR into a
pool. The dispenser has a reservoir  holding a one week supply of HEAT$AVR.  The
unit is programmed to inject the appropriate amount of the product into the pool
at the rate of 1 oz. per 400 square feet of pool surface per day.

Marketing and Sales

The HEAT$AVR and Tropical Fish products are sold in Canada and the United States
by  Flexible's  exclusive  distributor,  Sun Solar Energy  Technologies,  and in
Australia by Hydro-Flexible Solutions PTY. Flexible also sells HEAT$AVR directly
into the United States to both wholesale and retail accounts.  We have about 155
active customers. However, in the nine months ended September 30, 2002 Sun Solar
Energy Technologies represented 94.7% of our total sales.

Our agreement with Sun Solar Energy Technologies

We have a written  agreement with Sun Solar Energy  Technologies,  our exclusive
distributor for our Tropical Fish product in the U.S. and Canada.  This customer
represented  97.2% of our total sales for the nine months  ended  September  30,
2002.  In February  1998 we entered into an exclusive  distributorship  with Sun
Solar Technologies for our Tropical Fish product.  The agreement gives Sun Solar
exclusive right to


                                       10

distribute  our Tropical Fish product in the United States and Canada.  In order
to maintain the exclusivity of such  distribution,  Sun Solar must order and pay
for at least 720,000 units in the year ending  February 28, 2003. Such exclusive
agreement  terminates  on February 29, 2004.  We have agreed to give Sun Solar a
right of first  refusal in the event we propose to sell our  Flexible  Solutions
Ltd.  subsidiary.  If such  subsidiary  is sold we must require the purchaser to
fulfill the  exclusive  distribution  contract  with Sun Solar and Sun Solar can
veto the  proposed  sale to an entity which it  reasonably  believes may have an
intent to discontinue  manufacture  of our Tropical Fish product.  The agreement
also provides that Sun Solar will sell its veto for a reasonable premium arrived
at by mutually  agreed upon by a mediator.  The  agreement  also  provides  that
Flexible  has a right  of  first  refusal  if Sun  Solar  proposes  to sell  its
exclusive  distributorship.  If such  distributorship  is sold Sun Solar's sales
performance  minimums are required to be binding on the new owner. The agreement
also provides that if such exclusive  distribution rights are sold by Sun Solar,
the buyer must advance to Flexible $1.00 US for each Tropical Fish which must be
bought in the year of sale to maintain the distribution  agreement  exclusivity,
which  payment will be credited to future orders of Tropical Fish at the rate of
$1.00  US per  fish as the  orders  are  made.  We have  also  agreed  to  offer
distribution  rights on new  swimming  pool  products to Sun Solar in the US and
Canada if it is up-to-date on its sales  performance  requirements.  Flexible is
satisfied with the performance of Sun Solar as exclusive distributor of Tropical
Fish and believes our relationship with Sun Solar is satisfactory.  There can be
no assurance that our exclusive  distributorship  with Sun Solar will be renewed
past its current  expiration on February 29, 2004. We grant Sun Solar 45 days to
pay for product ordered after shipment.

We also have  nonexclusive  distributors  in Canada  and the  United  States for
HEAT$AVR not packaged in our Tropical Fish dispenser and exclusive  distributors
in Australia,  Korea and Great  Britain.  We support our  distributors  and seek
additional market opportunities by attending the major pool industry trade shows
in the United  States  yearly.  We advertise in trade  magazines and directly to
buyer  associations.  We maintain an Internet presence with a website containing
information about our products.  We also write and publish a newsletter to 5,000
customers and potential customers twice a year.

Our WATER$AVR product

We introduced our WATER$AVR product in June 2002. This product utilizes our core
technology to reduce water  evaporation.  It is marketed as a water conservation
product for use where water is standing or gently flowing and the need for water
conservation can justify the cost of purchase and deployment of the product.  We
believe that our WATER$AVR product may find a market for use in :

     Reservoirs   Potable  water  storage  Aqueducts  and  canals   Agricultural
     irrigation  Flood water crops Lawn and turf care Potted and bedding  plants
     Stock watering ponds Mining

WATER$AVR is sold in granulated  form.  It can be provided in shaker  containers
holding 3/4 pound or in 44 pound  weatherproof  bags.  We also offer a dispenser
for WATER$AVR to automate deployment of


                                       11

the product.  The product can be applied in various ways from hand  dispersal to
fully automated scheduled metering.

Current status of our WATER$AVR product

We anticipate our initial  market for WATER$AVR  will be in India and China.  We
have provided  quantities  of the product for testing in these  countries and if
successful anticipate that substantial orders may be received.  The product will
also be marketed in both  developed  and lesser  developed  countries to address
water conservation concerns. We are seeking to establish strategic relationships
with  companies  in  the  water  processing  industry  who  have  marketing  and
manufacturing  operations in countries with water conservation concerns. We have
a full time employee  dedicated to  establishing  sales channels  throughout the
world for WATER$AVR.

In  September,  2002 we granted  Ondeo Nalco  Company,  a subsidiary of Suez, of
Naperville,  Illinois sole distribution  rights in the global mining marketplace
and some  parts of the  municipal  marketplace  by  achieving  sales of at least
$5,000,000  annually for the next 5 years.  We have also granted  Ondeo Nalco an
option to purchase 10% of our common stock at  above-market  exercise  price and
they will receive additional option rights by meeting certain sales targets. The
distributor  is not required to purchase any quantity of WATER$AVR and there can
be no  assurance  that we will  achieve  substantial  sales of WATER$AVR to this
distributor.

Competition

We are not aware of any chemical evaporation reduction products on the market or
under development which compete with our HEAT$AVR product. HEAT$AVR does compete
against plastic pool blanket  products.  We compete against pool blankets on the
basis of convenience of use of HEAT$AVR  versus the  inconvenience  of deploying
and storing pool  blankets.  Pool owners and  operators  may also decide that no
evaporation  control  product  is needed  for their  pools.  We are aware of one
chemical product which competes with our WATER$AVR product. We believe WATER$AVR
is both cheaper and easier to apply.

Specialty   chemicals  are  a  highly   competitive   industry  with  many  huge
multi-national firms with large research and development operations. There are a
number of firms which develop and market chemical  products for the pool and spa
industry. Therefore, we can expect competition to arise at any time.

Water  conservation is an important  priority  throughout the world and numerous
researchers in industry and academia are seeking to develop  solutions which may
compete with or be superior to our products. Climate changes which relieve water
shortage conditions or a technological  breakthrough in water desalination could
reduce the need for water conservation products.

Manufacturing

Our HEAT$AVR and  WATER$AVR  products and  dispensers  are made from  chemicals,
plastic and other materials and parts which are readily  available from multiple
suppliers.  We have never  experienced  any shortage in the  availability of raw
materials  and parts for our  products  and we do not have any long term  supply
contracts for any such items.  We  manufacture  our products in an 11,000 square
foot plant in Calgary, Alberta, Canada.




                                       12

Governmental Regulations

Chemical  products  for use in  swimming  pools  are  covered  by a  variety  of
governmental  regulations  in the  countries  where we sell our  products.  Such
regulations  cover such matters as packaging,  labeling and product  safety.  We
believe our products are in  compliance  with such  regulations.  Our  WATER$AVR
product will be subject to additional regulation in some countries  particularly
for  agricultural  and drinking  water uses.  We will address  these issues on a
country-by-country  basis.  We do not anticipate that  governmental  regulations
will be an impediment to marketing  WATER$AVR  because the major  ingredient has
been used in  agriculture  for many  years.  We will  require  approval  to sell
WATER$AVR in the United States for agricultural or drinking water users. We have
not yet applied for any such approvals in the U.S.

Proprietary Rights

Our  success and ability to compete is  dependent  in part upon our  proprietary
technology.  We rely on a combination of patent, copyright and trade secret laws
and nondisclosure agreements to protect our proprietary technology. We currently
hold two U.S.  patent and are seeking to extend these  patents to certain  other
countries.  We also have  seven  patent  applications  pending.  There can be no
assurance  that our  pending  patent  applications  will be  granted on that any
issued patent will be upheld as valid or prevent the  development of competitive
products  which may be  equivalent  or  superior  to our  products.  We have not
received any claims alleging infringement of the intellectual property rights of
others,  but there can be no assurance that we may not be subject to such claims
in the future.

Employees

As of December  15, 2002,  we employed 15 persons  including  one officer,  five
sales and customer support and four in  manufacturing.  None of our employees is
represented by a labor union and we have experienced no work stoppages to date.

Facilities

Our   president   provides  use  of  space  in  his  residence  to  conduct  his
administrative duties and we do not reimburse him for such use. We rent 1400 sq.
ft. of sales and research space in Victoria BC for $1050 a month and 500 sq. ft.
of office  space in  Chicago IL for $500 a month.  We lease an 11,000  sq.  foot
building in Calgary,  Alberta,  Canada for $3,150 per month until September 2003
for  manufacture of our products.  We also maintain a warehouse  facility in St.
Laurent, Quebec, Canada which is provided by our distributor at no cost.

Legal Proceedings

On January 15, 2002 we filed a lawsuit in the Supreme Court of British  Columbia
against John Wells and Equity Trust,  S.A.  seeking  return of 100,000 shares of
our  common  stock and  repayment  of a $25,000  loan  which  were  provided  to
defendants for services.  Such services were not performed and we filed suit for
the return of such shares after they were not returned  voluntarily and the note
was not paid.

MANAGEMENT

Our directors and executive officers are:

Name                           Age     Office
----                           ---     ------

Daniel B. O'Brien              46         President, Director



                                       13

John H. Bientjes               49         Director
Dr. Robert O'Brien             81         Director

Daniel B.  O'Brien has been  president  and a director of Flexible  since August
1998.  He has been  involved in the swimming  pool  industry  since 1990 when he
founded our subsidiary,  Flexible Solutions Ltd. which was purchased by Flexible
Solutions International,  Inc. in August 1998. From 1990 to 1998 Mr. O'Brien was
also a teacher at Brentwood College where he was in charge of outdoor education.

John H.  Bientjes  has been a member of our Board of  Directors  since  February
2000.  Mr.  Bientjes  has been 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 was graduated in
1976 from Simon Fraser University in Vancouver, British Columbia with a Bachelor
of Arts Degree in Economics and Commerce.

Dr.  Robert N.  O'Brien has been a member of the  Company's  Board of  Directors
since May 1998.  Dr.  O'Brien was a Professor of Chemistry at the  University of
Victoria  from 1968  until 1986 at which  time he was given the  designation  of
Professor  Emeritus.  He  held  various  academic  positions  since  1957 at the
University  of  Alberta,  the  University  of  California  at  Berkley,  and the
University of Victoria.  While  teaching,  Dr. O'Brien acted as a consultant and
served on the British Columbia  Research Council from 1968 to 1990. In 1987, Dr.
O'Brien  founded  the  Vancouver   Island   Advanced   Technology  and  Research
Association.  Dr. O'Brien  received his Bachelor of Applied  Science in Chemical
Engineering  from the  University  of British  Columbia in 1951;  his Masters of
Applied  Science in  Metallurgical  Engineering  from the  University of British
Columbia in 1952;  his Ph.D. in Metallurgy  from the University of Manchester in
1955;  and, was a Post Doctoral  Fellow in Pure  Chemistry at the  University of
Ottawa from 1955 through 1957.

Daniel B. O'Brien and Dr. Robert N. O'Brien are father and son.




EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The  following  table  sets  forth  the  total  compensation  paid to our  chief
executive  officer for the last three  completed  fiscal years. No other officer
earned $100,000 or more per year in such period.

------------------- ------ ------------ --------------------- ----------------
Name and Position    Year  Total Income   Other Annual Bonus    Other Annual
                                                                Compensation

------------------- ------ ------------ --------------------- ----------------
Daniel B. O'Brien    2001     $19,332           -0-                 -0-
President
------------------- ------ ------------ --------------------- ----------------
                     2000     $19,250           -0-                 -0-
------------------- ------ ------------ --------------------- ----------------
                     1999     $20,250           -0-                 -0-
------------------- ------ ------------ --------------------- ----------------

We do not maintain any long term  compensation  plans,  pension plans or similar
plans.



                                       14

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

The following  information sets forth the individual grants of stock options and
freestanding SARs to the officer named in the Summary  Compensation Table in the
fiscal year ended December 31, 2001.


------------------- ------------------------ ----------------------- -------------- -----------------
Name                Number of Securities     % of Total Options/SARs Exercise Price Expiration Date
                    Underlying Options/ SARs Granted Employees in
                    Granted                  Fiscal Year.
------------------- ------------------------ ----------------------- -------------- -----------------
                                                                        
Daniel B. O'Brien   100,000                  8.3%                    $1.40          December 21, 2006
------------------- ------------------------ ----------------------- -------------- -----------------


YEAR-END OPTIONS/SAR VALUES

The  following  table  sets  forth the value of the  stock  options  held by the
officer  named in the Summary  Compensation  Table as of December 31,  2001.  No
options were exercised in 2001.


------------------- ------------------------------------ ----------------------------------------------
Name                Number of Unexercised Securities     Value of Unexercised In-The-Money Options/SARs
                    Underlying Options/SARs at Year-End  At Year-End
------------------- ------------------------------------ ----------------------------------------------
                                                   
Daniel B. O'Brien   200,000                              $115,000
------------------- ------------------------------------ ----------------------------------------------


DIRECTOR COMPENSATION

We have agreed to issue Mr.  Bientjes and Dr. Robert O'Brien options to purchase
5,000 shares of our common stock annually for serving as a director,  except Dr.
O'Brien  does not  receive  director  options  in any year in which he  receives
options for other services.

We pay Dr.  Robert  O'Brien  additional  options for  assisting  in research and
development  and patent  prosecution.  The amount of such options are determined
annually by the Board of Directors  with Dr.  O'Brien not voting on such matter.
In 2001, Dr. O'Brien received the following options for such services and he did
not receive director options:

        Option Price      No. of Options       Expiration Date
        ------------      --------------      -----------------
            $1.40             50,000          December 21, 2006

Certain Transactions

Our director,  Dr. Robert  O'Brien,  developed our products and has assigned his
patent  rights to such  products to us. We have no  agreement  with Dr.  O'Brien
requiring him to conduct any research and  development  activities for us but we
anticipate  that any  future  inventions  which  may be of  interest  to us will
continue  to be  assigned  to us by  Dr.  O'Brien,  although  he  has  no  legal
obligation to do so. Dr.  O'Brien does not receive any salary or royalties  from
us for any  research and  development  activities.  The Board of Directors  does
consider such activities  undertaken by Dr. O'Brien when it grants stock options
to Dr.  O'Brien.  Dr. O'Brien is a member of the Board of Directors but does not
participate  in the  proceedings  of the Board  concerning  his own stock option
grants.

INDEMNIFICATION

Our articles of  incorporation  provide that we will  indemnify our directors to
the fullest extent  permitted by the Nevada General  Corporation Law. Nevada law
provides that the directors of a corporation  may not be indemnified (i) for any
breach of their duty of loyalty to the corporation or its stockholders; (ii) for
acts or  omissions  not in good faith or that  involve  intentional  misconduct,
fraud or a knowing  violation  of law; or (iii) for  unlawful  distributions  to
shareholders.  Flexible's  by-laws provide that we shall indemnify our directors
and officers for any actions  taken as officers or directors  other than arising
out of negligence or willful misconduct.

Indemnification Against Public Policy

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or person controlling the company,
Flexible has been  informed 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 5, 2002, the beneficial  ownership
of our common  stock by (i) the only  persons  who own of record or are known to
own, beneficially,  more than 5% of our common stock; (ii) each of our directors
and executive officer; and (iii) all directors and officers as a group.


                                       15


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

Daniel B. O'Brien(2)               4,656,000                          40.3%
John H. Bientjes(2)                   70,000                             *
Dr. Robert N. O'Brien(2)           1,750,000                          16.2%
Sprott Asset Management, Inc.(3)   1,672,800                          14.9%

All directors and officers as a    6,591,000                          57.1%
group (3 persons)

(1)      Includes  shares  which may be acquired  upon exercise of stock options
         as follows:

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

 Daniel O'Brien          100,000              December 21, 2006         $1.40
 John H Bientjes           5,000              December 21, 2006         $1.40
 Dr. Robert O'Brien       50,000              December 21, 2006         $1.40


(2)      Addresses  for these  shareholders  is 2614 Queenswood Drive, Victoria,
         BC, V8N 1X5, Canada.

(3)      Address  for  this  shareholder is  Suite 3450, South Tower, Royal Bank
         Plaza, Toronto, Ontario, M5J 2J2, Canada.

*           Less than 2%

DESCRIPTION OF SECURITIES

Common stock

Flexible is authorized to issue 50,000,000 shares of common stock with $.001 par
value.  The holders of the common  stock are entitled to one vote per each share
held and have the sole right and power to vote on all matters on which a vote of
common stockholders is taken.  Voting rights are non-cumulative.  The holders of
shares of  common  stock are  entitled  to  receive  dividends  when,  as and if
declared by the Board of Directors, out of funds legally available therefore and
to  share  pro-rata  in any  distribution  to  stockholders.  Upon  liquidation,
dissolution,  or winding up of the company,  the holders of the common stock are
entitled to receive the net assets held by the company  after  distributions  to
the creditors and payment of any preferences due to the holders of any preferred
stock which may be issued and  outstanding.  The holders of common  stock do not
have any  preemptive  right to subscribe for or purchase any shares of any class
of stock.  The  shares of common  stock  offered  hereby  will not be subject to
further call or redemption and are fully paid and non-assessable.

Preferred Stock

The  Board of  Directors  has the  authority  to cause us to issue  without  any
further vote or action by the shareholders,  up to 1,000,000 shares of preferred
stock,  par value $.01 per share,  in one or more series,  and to designate  the
number of shares  constituting any series,  and to fix the rights,  preferences,
privileges and restrictions  thereof,  including dividend rights,  voting right,
rights  and terms of  redemption,  redemption  price or prices  and  liquidation
preferences of such series.



                                       16

The  authorized  shares but unissued  shares of our common  stock and  preferred
stock may be used to  discourage,  delay or prevent  persons from  attempting to
gain control of us by diluting the voting  power of shares then  outstanding  or
increasing  the voting power of persons who would support the Board of Directors
in opposing a takeover bid or a solicitation in opposition to management.  These
shares  could  also be used by the Board of  Directors  in a public or a private
sale,  merger or similar  transaction  by increasing  the number of  outstanding
shares and thereby  diluting  the equity  interest  and voting  power of a party
attempting to obtain control of us. We are not currently  aware of any effort to
obtain  control of us and have no plans to use the new shares  for  purposes  of
discouraging any such effort.  Issuing any additional shares of our common stock
or preferred stock would dilute our current shareholders interests in us.

SELLING SHAREHOLDERS

In April 2002 we sold 400,000  shares of our common stock to investors for $2.50
per share and we sold  1,428,600  shares of our common  stock to  investors  for
$3.50 per share in July 2002.  We are  registering  these shares for sale in the
registration statement of which this prospectus is a part.

The  following  table  sets forth  certain  information  as of August 28,  2002,
regarding the ownership of our common stock by the selling  shareholders  and as
adjusted to give effect to the sale of the shares offered in this prospectus.

  Name                              Shares         Shares which     Number of
                                    owned          may be  offered  shares to be
                                    prior to this  under this       owned after
                                    offering       prospectus       the offering
---------------------------------   --------       ----------       ------------

Sprott Asset Management, Inc. (1)   1,672,800      1,400,000        272,800 (2)

Pictet Global Sector Fund             428,600        428,600            -0-

----------
(1) Sprott  Asset  Management,  Inc. is an  investment  manager that has sole or
shared dispositive and sole or shared voting power with respect to these shares,
which were purchased on behalf of investment  accounts for which it is portfolio
manager.
(2) Represents 2.4 % of total common shares outstanding as of January 2, 2003.

The selling  shareholders  and their  officers and  directors  have not held any
positions or office or had any other material  relationship with Flexible or any
of its affiliates  within the past three years except as purchaser of the shares
registered for sale.


PLAN OF DISTRIBUTION

The  shares  of  common  stock  are  being  offered  on  behalf  of the  selling
shareholders, and we will not receive any proceeds from the offering. The shares
of common  stock  may be sold or  distributed  from time to time by the  selling
shareholders,  or by pledgees,  donees or transferees of, or other successors in
interest  to,  the  selling  shareholders,  directly  to one or more  purchasers
(including  pledgees) or through  brokers,  dealers or underwriters  who may act
solely as agent or may  acquire  such  shares as  principals,  at market  prices
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices,  at  negotiated  prices,  or at fixed  prices,  which may be  subject to
change.  The sale of the shares of common  stock may be effected  through one or
more  of  the  following  methods:  (i)  ordinary  brokers'  transactions;  (ii)
transactions   involving   cross   or  block   trades   or   otherwise   on  the
over-the-counter;  (iii)  purchases  by  brokers,  dealers  or  underwriters  as
principal and resale by such purchasers for their own accounts  pursuant to this
prospectus; (iv) "at the market" to or through market makers or into established
trading markets,  including direct sales to purchasers or sales effected through
agents;  and (v) any  combination  of the  foregoing,  or by any  other  legally
available  means. The selling  shareholders  also may enter into option or other


                                       17

transactions   with   broker-dealers   that   require   the   delivery  by  such
broker-dealers  of the shares of common stock,  which shares of common stock may
be resold thereafter pursuant to this prospectus.  We cannot be certain that all
or any of the shares of common stock will be sold by the selling shareholders.

Brokers, dealers, underwriters or agents participating in the sale of the shares
of common stock as agents may receive  compensation  in the form of commissions,
discounts or concessions from the selling  shareholders and/or purchasers of the
common stock for whom such  broker-dealers may act as agent, or to whom they may
sell as principal, or both (which compensation to a particular broker-dealer may
be less than or in excess of customary  commissions).  The selling  shareholders
and any  broker-dealers  or other persons who act in connection with the sale of
the common  stock may be deemed to be  "underwriters"  within the meaning of the
Securities Act, and any commission they receive and proceeds of any sale of such
shares may be deemed to be  underwriting  discounts  and  commissions  under the
Securities  Act.  Neither  Flexible nor the selling  shareholders  can presently
estimate the amount of such compensation. Flexible does not know of any existing
arrangements  between  the  selling  shareholders  and any  other  shareholders,
broker, dealer, underwriter or agent relating to the sale or distribution of the
shares of our common stock.

We will file a supplement to this prospectus, to the extent required pursuant to
Rule  424(b)  under  the  Securities  Act upon  being  notified  by the  selling
stockholder  that  any  material  arrangement  has  been  entered  into  with  a
broker--dealer  for the sale of shares through a block trade,  special offering,
exchange  distribution  or secondary  distribution  of a purchase by a broker or
dealer. Such supplement will disclose:

       --      the name of the selling stockholder and of the participating
               broker--dealer(s);
       --      the number of shares involved;
       --      the price at which such shares were sold;
       --      the commissions paid or discounts or concessions allowed to such
               broker--dealer(s), where applicable;
       --      that such  broker--dealer(s)  did not conduct any  investigation
               to verify the  information  set out or  incorporated by reference
               in this prospectus; and
       --      other facts material to the transaction.

If  underwriters  are  used in a  sale,  the  shares  will  be  acquired  by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. Shares may be offered
to the public either through underwriting  syndicates represented by one or more
managing  underwriters or directly by one or more firms acting as  underwriters.
The  underwriter  or  underwriters  with  respect to a  particular  underwritten
offering of shares will be named in the supplement to this  prospectus  relating
to that  offering  and,  if an  underwriting  syndicate  is used,  the  managing
underwriter  or  underwriters  will be  stated  on the  cover of the  prospectus
supplement.

The selling  shareholders  and any other  persons  participating  in the sale or
distribution of the common stock will be subject to applicable provisions of the
Exchange Act and the rules and  regulations  thereunder,  which  provisions  may
limit  the  timing of  purchases  and  sales of any of the  common  stock by the
selling  shareholders  or any other such  persons.  The foregoing may affect the
marketability of the common stock. We will pay substantially all of the expenses
incidental to the registration of the shares which may be offered by the selling
shareholders,   but  the  selling  shareholders  will  be  responsible  for  any
commissions or discounts of underwriters, broker-dealers or agents.

LEGAL MATTERS

The  validity  of the  securities  offered  hereby is being  passed upon by Joel
Bernstein, Esq., P.A., Miami, Florida.

EXPERTS

The  financial   information   statements   appearing  in  this  Prospectus  and
Registration  Statement  have been  audited by Pannell Kerr  Forster,  Chartered
Accountants, as set forth in their report thereon appearing elsewhere herein and
in the  Registration  Statement,  and are included in reliance  upon such report
given upon the authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

Flexible  is  subject  to  the  reporting  requirements  of  Section  13 of  the
Securities  Exchange Act of 1934 and files periodic reports including  financial
statements,  proxy  statements  and other  information  with the  Securities and
Exchange  Commission.  For further  information with respect to Flexible and the
securities  hereby  offered,  reference is made to the exhibits filed as part of
this  registration  statement,  which may be inspected  and copied at the public
reference facilities of the Commission

                                       18

in Washington  D.C., and copies of such material can be obtained from the Public
Reference Room of the Commission, 450 5th Street, N.W., Washington,  D.C. 20549,
at   prescribed   rates  and  are   available   on  the  World  Wide  Web  at  :
http://www.sec.gov.   You  may  call  the  SEC  at  1-800-732-0330  for  further
information about operation of the public reference room.





















































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                                       19

FLEXIBLE SOLUTIONS
 INTERNATIONAL INC.

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
(U.S. DOLLARS)







INDEX                                                                       PAGE

REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS TO
  THE BOARD OF DIRECTORS AND STOCKHOLDERS                                      1

FINANCIAL STATEMENTS

Consolidated Balance Sheets                                                    2

Consolidated Statements of Operations                                          3

Consolidated Statements of Stockholders' Equity                                4

Consolidated Statements of Cash Flows                                          5

Notes to Consolidated Financial Statements                                  6-14



                   REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
OF FLEXIBLE SOLUTIONS INTERNATIONAL INC.

We have  audited  the  accompanying  consolidated  balance  sheets  of  Flexible
Solutions  International  Inc. as of December  31, 2001 and 2000 and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
each of the years  ended  December  31,  2001,  2000 and 1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform an audit to obtain  reasonable  assurance  about  whether the  financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the  consolidated  financial  position of the Company as at
December 31, 2001 and 2000 and the  consolidated  results of its  operations and
its cash flows for each of the years ended  December 31, 2001,  2000 and 1999 in
conformity with accounting principles generally accepted in the United States of
America.








"Pannell Kerr Forster"


Chartered Accountants

Vancouver, Canada
March 19, 2002


                                        1

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31
(U.S. DOLLARS)


--------------------------------------------------------------------------------------------------------------------
                                                                                   2001                2000
--------------------------------------------------------------------------------------------------------------------
                                                                                                      
ASSETS

CURRENT
  Cash                                                                                 $190,457            $192,280
  Accounts receivable                                                                    46,374             144,383
  Loan receivable (note 4)                                                                9,516                   0
  Note receivable (note 5)                                                                9,225                   0
  Inventory                                                                             181,698              93,513
  Prepaid expenses (note 6)                                                              59,291               6,151
--------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                                    496,561             436,327
PROPERTY AND EQUIPMENT (note 7)                                                          72,753              53,064
--------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                           $569,314            $489,391
--------------------------------------------------------------------------------------------------------------------

LIABILITIES

CURRENT
  Accounts payable                                                                      $20,592             $12,422
  Income tax payable                                                                     18,108              90,598
--------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                                38,700             103,020
--------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY

CAPITAL STOCK
Authorized
  50,000,000   Common shares with a par value of $0.001 each
   1,000,000   Preferred shares with a par value of $0.01 each
Issued and Outstanding
    9,272,816   and 9,131,316 Common shares                                               9,272               9,131
CAPITAL IN EXCESS OF PAR VALUE                                                          563,713             163,653
OTHER COMPREHENSIVE LOSS                                                               (23,842)             (1,839)
ACCUMULATED EARNINGS (DEFICIENCY)                                                      (18,529)             215,426
--------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                                              530,614             386,371
--------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $569,314            $489,391
--------------------------------------------------------------------------------------------------------------------



See notes to consolidated financial statements.
                                       2

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31
(U.S. DOLLARS)


--------------------------------------------------------------------------------------------------------------------
                                                            2001                 2000                 1999
--------------------------------------------------------------------------------------------------------------------
                                                                                                  
SALES                                                          $1,334,273           $1,029,649             $759,218
COST OF SALES, (exclusive
  of depreciation shown
  separately below)                                               662,807              509,933              413,849
--------------------------------------------------------------------------------------------------------------------

GROSS PROFIT                                                      671,466              519,716              345,369
--------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
  Wages (note 10)                                                 313,918               87,907               63,467
  Stock promotion and transfer agent fee                          241,573                  568                8,048
  Office                                                           48,398                9,028               11,456
  Administrative salaries and benefits                             46,639               37,234                4,524
  Rent                                                             28,978               11,445                4,442
  Bad debt expense                                                 26,570               51,282                    0
  Professional fees                                                23,338               36,701               16,465
  Travel                                                           23,125               10,454                6,607
  Subcontracting                                                   16,630               33,312               12,801
  Shipping                                                         13,563               12,189                7,179
  Telephone                                                         5,616                3,613                2,359
  Commission                                                        1,130                1,982               20,957
  Currency exchange                                               (2,368)             (19,344)                4,144
  Depreciation                                                     18,910               13,489               12,764
--------------------------------------------------------------------------------------------------------------------

                                                                  806,020              289,860              175,213
--------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE OTHER ITEMS
  AND INCOME TAX                                                (134,554)              229,856              170,156
OTHER ITEM
  Gain on sale of property and equipment                              863                    0                    0
--------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAX                                 (133,691)              229,856              170,156
INCOME TAX                                                        100,264               90,885               67,308
--------------------------------------------------------------------------------------------------------------------

NET (LOSS) INCOME                                              $(233,955)             $138,971             $102,848
--------------------------------------------------------------------------------------------------------------------

NET (LOSS) INCOME PER SHARE                                      $ (0.03)               $ 0.02               $ 0.01
--------------------------------------------------------------------------------------------------------------------

DILUTED INCOME (LOSS) PER SHARE                                       N/A               $ 0.01                  N/A
--------------------------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF SHARES                               9,247,949            9,131,316            9,131,316
DILUTIVE EFFECTS OF OPTIONS                                           N/A              220,527                  N/A
--------------------------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF
  SHARES WITH DILUTION                                          9,247,949            9,351,843            9,131,316
--------------------------------------------------------------------------------------------------------------------


See notes to consolidated financial statements.
                                       3

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(U.S. DOLLARS)


-----------------------------------------------------------------------------------------------------------------------------------
                                                                    Capital in       Accumulated        Other            Total
                                                                    Excess of         Earnings       Comprehensive   Stockholders'
                                         Shares     Par Value       Par Value       (Deficiency)     Income (Loss)       Equity
------------------------------------- ------------- --------------- ---------------- --------------- --------------- -------------
                                                                                                       
Balance, December 31, 1998             9,131,316        9,131          163,653          (26,393)           (376)          146,015
Translation Adjustment                         0            0                0                 0           7,053            7,053
Net Income                                     0            0                0           102,848               0          102,848
------------------------------------- ------------- --------------- ---------------- --------------- --------------- -------------

Balance, December 31, 1999             9,131,316        9,131          163,653            76,455           6,677          255,916
Translation Adjustment                         0            0                0                 0         (8,516)          (8,516)
Net Income                                     0            0                0           138,971               0          138,971
------------------------------------- ------------- --------------- ---------------- --------------- --------------- -------------

Balance, December 31, 2000             9,131,316        9,131          163,653           215,426         (1,839)          386,371
Shares Issued for
  Cash (October and December               9,500            9            4,116                 0               0            4,125
  Services (January, July
    and November)                        132,000          132          139,868                 0               0          140,000
  Stock option compensation                    0            0          256,076                 0               0          256,076
  Translation adjustment                       0            0                0                 0        (22,003)         (22,003)
  Net loss                                     0            0                0          (233,955)              0        (233,955)
------------------------------------- ------------- --------------- ---------------- --------------- --------------- -------------

Balance, December 31, 2001             9,272,816       $9,272         $563,713          $(18,529)       $(23,842)        $530,614
===================================== ============= =============== ================ =============== =============== =============



See notes to consolidated financial statements.
                                       4

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31
(U.S. DOLLARS)


------------------------------------------------------------------------------------------------------------------
                                                                  2001              2000              1999
------------------------------------------------------------------------------------------------------------------
                                                                                                
OPERATING ACTIVITIES
  Net (loss) income                                                $(233,955)           $138,971         $102,848
  Adjustments to reconcile net (loss) income
    to net cash, provided by (used in)
    operating activities
      Stock option compensation                                       256,076                  0                0
      Non-cash services                                               141,510                  0                0
      Depreciation                                                     18,910             13,489           12,764
      Gain on sale of property and equipment                            (863)                  0                0
  Changes in Non-Cash Working Capital
    Accounts receivable                                                98,009           (31,544)        (111,308)
    Inventory                                                        (88,185)             43,047        (131,225)
    Prepaid expenses                                                 (53,140)            (5,631)            (520)
    Accounts payable                                                    8,170           (14,589)            5,444
    Accrued liabilities                                                     0            (6,929)            3,559
    Income tax payable                                               (72,490)             21,312           69,286
------------------------------------------------------------------------------------------------------------------

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                        74,042            158,126         (49,152)
------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Acquisition of property and equipment                              (39,246)           (16,771)         (52,409)
  Note receivable                                                     (9,225)                  0                0
  Loan receivable                                                     (9,516)                  0                0
------------------------------------------------------------------------------------------------------------------

CASH USED IN INVESTING ACTIVITIES                                    (57,987)           (16,771)         (52,409)
------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Repayment to shareholder                                                  0                  0          (3,261)
  Proceeds from issuance of common stock                                4,125                  0                0
------------------------------------------------------------------------------------------------------------------

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                         4,125                  0          (3,261)
------------------------------------------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                              (22,003)            (8,516)            7,053
------------------------------------------------------------------------------------------------------------------
INFLOW (OUTFLOW) OF CASH                                              (1,823)            132,839         (97,769)
CASH, BEGINNING OF YEAR                                               192,280             59,441          157,210
------------------------------------------------------------------------------------------------------------------

CASH, END OF YEAR                                                    $190,457           $192,280          $59,441
------------------------------------------------------------------------------------------------------------------

SUPPLEMENTARY DISCLOSURE OF CASH
  FLOW INFORMATION
    Income taxes paid                                                 $85,126            $66,748               $0
------------------------------------------------------------------------------------------------------------------

SUPPLEMENTARY DISCLOSURE OF NON-CASH
  INVESTING ACTIVITIES
    Sale of trailer - exchange for rent                                $1,510                 $0               $0
------------------------------------------------------------------------------------------------------------------


                                       5

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(U.S. DOLLARS)
--------------------------------------------------------------------------------

1.       OPERATIONS AND BASIS OF PRESENTATION

         These  consolidated   financial  statements  include  the  accounts  of
         Flexible  Solutions  International Inc. and its wholly owned subsidiary
         Flexible Solutions Ltd. ("the Company").  All intercompany balances and
         transactions  are eliminated.  The parent company was  incorporated May
         12,  1998 in the State of Nevada and had no  operations  until June 30,
         1998 as described below.

         On June 30, 1998 the Company  completed the  acquisition of 100% of the
         shares of Flexible  Solutions Ltd. The acquisition was effected through
         the  issuance of  7,000,000  shares of common stock by the Company with
         the former  shareholders of the subsidiary  receiving 100% of the total
         shares then issued and outstanding.  The transaction has been accounted
         for as a reverse take-over.

         Flexible Solutions Ltd. is accounted for as the acquiring party and the
         surviving  entity.  Because  Flexible  Solutions Ltd. is the accounting
         survivor,  the  consolidated  financial  statements  presented  for all
         periods  are those of  Flexible  Solutions  Ltd.  The shares  issued by
         Flexible Solutions  International Inc. pursuant to the 1998 acquisition
         have been  accounted  for as if those  shares had been  issued upon the
         organization of Flexible Solutions Ltd.

2.       COMPARATIVE FIGURES

         Certain of the comparative figures are reclassified to conform with the
         current year's presentation.

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a)      Foreign currency

                  The functional currency of the Company is the Canadian dollar.
                  The  translation  of the  Canadian  dollar  to  the  reporting
                  currency  of the U.S.  dollar  is  performed  for  assets  and
                  liabilities  using  exchange  rates in effect  at the  balance
                  sheet date.  Revenue and expense  transactions  are translated
                  using  average  exchange  rates  prevailing  during  the year.
                  Translation adjustments arising on conversion of the financial
                  statements from the Company's  functional  currency,  Canadian
                  dollars,  into  the  reporting  currency,  U.S.  dollars,  are
                  excluded  from the  determination  of income and  disclosed as
                  other comprehensive income (loss) in stockholders' equity.

                  Foreign exchange gains and losses relating to transactions not
                  denominated in the  applicable  local currency are included in
                  the determination of income.

                                       6

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(U.S. DOLLARS)
--------------------------------------------------------------------------------

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         (b)      Use of estimates

                  The  preparation  of  consolidated   financial  statements  in
                  conformity with accounting  principles  generally  accepted in
                  the  United  States of  America  requires  management  to make
                  estimates and assumptions  that affect the reported amounts of
                  assets  and  liabilities  at  the  date  of  the  consolidated
                  financial  statements and the reported amounts of revenues and
                  expenses  during the reporting  period.  Actual  results could
                  differ from those estimates and would impact future results of
                  operations and cash flows.

         (c)      Inventory

                  Inventory  is valued  at the lower of cost and net  realizable
                  value. Cost is determined on a first-in, first-out basis.

         (d)      Property and equipment

                  Property and  equipment  are recorded at cost and  depreciated
                  using the declining  balance method using the following annual
                  rates:
                                    Manufacturing equipment            - 20%
                                    Trailer                            - 30%
                                    Computer hardware                  - 30%
                                    Furniture and fixtures             - 20%
                                    Office equipment                   - 20%

                  Property  and  equipment  are written  down to net  realizable
                  value when  management  determines  there has been a change in
                  circumstances  which  indicates its carrying amount may not be
                  recoverable. No write downs have been necessary to date.

         (e)      Revenue recognition

                  Revenue  from  product  sales  is  recognized  at the time the
                  product  is   shipped,   since  title  and  risk  of  loss  is
                  transferred to purchaser  upon delivery to carrier.  Shipments
                  are made FOB shipping  point.  Provisions are made at the time
                  the  related  revenue  is  recognized  for  estimated  product
                  returns.  Since the Company's inception,  product returns have
                  been   insignificant;   therefore   no   provision   has  been
                  established for estimated product returns.

         (f)      Financial instruments

                  The Company's financial  instruments consist of cash, accounts
                  receivable,  note  receivable,  loan  receivable  and accounts
                  payable.  It is  management's  opinion that the Company is not
                  exposed to  significant  interest,  currency  or credit  risks
                  arising from these  financial  instruments.  The fair value of
                  these financial instruments  approximate their carrying values
                  due to their short maturities.

         (g)      Income (loss) per share calculation

                  Income  (loss) per share is  calculated by dividing net income
                  (loss) by the weighted  average number of shares  outstanding.
                  Common share  equivalents  consisting of stock options are not
                  considered  in the  computation  because their effect would be
                  anti-dilutive.

                                       7

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(U.S. DOLLARS)
--------------------------------------------------------------------------------

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         (h) Stock issued in exchange for services

                  The  valuation  of the common  stock  issued in  exchange  for
                  services  is  valued  at an  estimated  fair  market  value as
                  determined by officers and directors of the Company based upon
                  trading  prices of the Company's  common stock on the dates of
                  the stock transactions.

         (i) Stock based compensation

                  The   Company   applies   APB   Opinion  No.  25  and  related
                  interpretations  in accounting  for its employee  stock option
                  plans.  Compensation  expense is  recorded  when  options  are
                  granted to management at discounts to market.

         (j) Recent accounting pronouncements

                  (i)      In December  1999,  the SEC issued  Staff  Accounting
                           Bulletin ("SAB") 101,  "Revenue  Recognition",  which
                           outlines  the  basic  criteria  that  must  be met to
                           recognize   revenue   and   provides   guidance   for
                           presentation of revenue and for disclosure related to
                           revenue recognition  policies in financial statements
                           filed with the SEC. The Company believes the adoption
                           of SAB 101  does not have a  material  impact  on the
                           Company's   financial   position   and   results   of
                           operations.

                  (ii)     In March  2000  the  Financial  Accounting  Standards
                           Board ("FASB") issued "Interpretation #44, Accounting
                           for    Certain    Transactions     Involving    Stock
                           Compensation".     Among    other    issues,     this
                           interpretation clarifies:

                           (a)      The  definition  of  employee  for  purposes
                                    of applying APB Opinion No. 25.

                           (b)      The criteria for determining  whether a plan
                                    qualifies as a noncompensatory plan.

                           (c)      The   accounting   consequence   of  various
                                    modifications  of the terms of a  previously
                                    fixed stock option award, and

                           (d)      The  accounting  for an  exchange  of  stock
                                    compensation    awards    in   a    business
                                    combination.

                           In relation to (c) the interpretation states, "if the
                           exercise  price  of a fixed  stock  option  award  is
                           reduced,  the  award  shall  be  accounted  for  as a
                           variable  from  the date of the  modification  to the
                           date the award is exercised, is forfeited, or expired
                           unexercised,  the  exercise  price of an option award
                           has  been   reduced   if  the   fair   value  of  the
                           consideration required to be remitted pursuant to the
                           award's  original  terms".  There is no impact on the
                           Company for fiscal 2001.

                                       8

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(U.S. DOLLARS)
--------------------------------------------------------------------------------

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          (iii)   On September  2000, the EITF reached a final consensus on EITF
                  Issue 00-10,  "Accounting  for Shipping and Handling  Fees and
                  Costs." This  consensus  requires that all amounts billed to a
                  customer  in  a  sale  transaction  related  to  shipping  and
                  handling,  if any,  represent revenue and should be classified
                  as  revenue.  Adoption  of this  consensus  did not change the
                  Company's existing accounting policies or disclosures.

4.       LOAN RECEIVABLE

         -----------------------------------------------------------------------
                                                                        2001
         -----------------------------------------------------------------------

         5% loan receivable due October 17, 2002                          $9,516
         -----------------------------------------------------------------------

5.       NOTE RECEIVABLE

         The note  receivable  is without  stated terms of repayment or interest
         and was received in full subsequent to year end.

6.       PREPAID EXPENSES
         -----------------------------------------------------------------------
                                                2001              2000
         -----------------------------------------------------------------------

         Deposits for materials purchase             $41,436               $0
         Security deposit and prepaids                17,855            6,151
         -----------------------------------------------------------------------
                                                     $59,291           $6,151
         -----------------------------------------------------------------------

7.       PROPERTY AND EQUIPMENT


         -----------------------------------------------------------------------------------------------------------
                                                                                       2001
                                                                                    Accumulated
                                                                     Cost           Depreciation          Net
         -----------------------------------------------------------------------------------------------------------
                                                                                                   
         Manufacturing equipment                                        $110,105             $43,303        $66,802
         Computer hardware                                                 5,190               1,927          3,263
         Furniture and fixtures                                            3,786               1,372          2,414
         Office equipment                                                    534                 260            274
         -----------------------------------------------------------------------------------------------------------

                                                                        $119,615             $46,862        $72,753
         -----------------------------------------------------------------------------------------------------------


         The trailer was sold on  September 1, 2001 in exchange for free rent of
         a  month  and  a  half  at  the  Victoria  location.  Depreciation  was
         calculated up to date of sale.



                                       9

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(U.S. DOLLARS)
--------------------------------------------------------------------------------

7.       PROPERTY AND EQUIPMENT(Continued)


         -----------------------------------------------------------------------------------------------------------
                                                                                       2000
                                                                                    Accumulated        Net Book
                                                                     Cost           Depreciation         Value
         -----------------------------------------------------------------------------------------------------------
                                                                                                   
         Manufacturing equipment                                         $75,757             $26,602        $49,155
         Trailer                                                           1,510                 770            740
         Computer hardware                                                 1,039                 530            509
         Furniture and fixtures                                            3,087                 769          2,318
         Office equipment                                                    534                 192            342
         -----------------------------------------------------------------------------------------------------------

                                                                         $81,927             $28,863        $53,064
         -----------------------------------------------------------------------------------------------------------


8.       COMPREHENSIVE (LOSS) INCOME


         -------------------------------------------- ----------------------- ------------------- -------------------
                                                               2001                  2000                1999
         -------------------------------------------- ----------------------- ------------------- -------------------
                                                                                                   
         Net income (loss)                                        $(233,955)            $138,971            $102,848
         Other comprehensive
           income (loss)                                            (22,003)             (8,516)               7,053
         -------------------------------------------- ----------------------- ------------------- -------------------

         Comprehensive (loss) income                              $(255,958)            $130,455            $109,901
         -------------------------------------------- ----------------------- ------------------- -------------------


9.       INCOME TAX

         Total income tax expense differs from the amounts  computed by applying
         the combined  Canadian federal and provincial  statutory rate of 44.62%
         to income before  income taxes.  The income to which this is applied is
         as follows:


         ----------------------------------------------- --------------------- ------------------- -------------------
                                                                 2001                 2000                1999
         ----------------------------------------------- --------------------- ------------------- -------------------
                                                                                                   
         Income (loss) before income tax
           per entity
            Flexible Solutions International Inc.                  $(396,470)                  $0           $(10,766)
            Flexible Solutions Ltd.                                   262,779             229,856             180,922
         --------------------------------------------------------------------- ------------------- -------------------

         Consolidated income (loss) before
           income tax                                               (133,691)             229,856             170,156
         Permanent Difference:
           Stock option benefit                                       256,076                   0                   0
         Other                                                                                                      0
           Stock issued for services                                  140,000                   0                   0
           Miscellaneous                                                  394                   0                   0
         ----------------------------------------------- --------------------- ------------------- -------------------

         Taxable income                                              $262,779            $229,856            $170,156
         ----------------------------------------------- --------------------- ------------------- -------------------


                                       10

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(U.S. DOLLARS)
--------------------------------------------------------------------------------

9.       INCOME TAX (Continued)

         Application of the federal and provincial statutory rate results in the
         following:


         ------------------------------------------------ ------------------- ------------------- ------------------
                                                                 2001                2000               1999
         ------------------------------------------------ ------------------- ------------------- ------------------
                                                                                                   
         Expected tax expense at
           statutory rates                                          $117,252            $104,860            $77,625
         Increase (decrease) resulting
           from manufacturing and
           processing deduction                                     (18,395)            (16,090)           (11,911)
         Other                                                         1,407               2,115              1,594
         ------------------------------------------------ ------------------- ------------------- ------------------

         Income tax expense                                         $100,264             $90,885            $67,308
         ------------------------------------------------ ------------------- ------------------- ------------------


         The  Company's  losses for U.S.  income tax purposes  are U.S.  $30,272
         which may be carried  forward to apply  against  future income for U.S.
         income tax purposes, expiring between 2018 and 2019. The future benefit
         of these loss  carry-forwards  has been  offset  with a full  valuation
         allowance. These losses expire as follows:


         ------------------------------------------------------------------------------------- --------------------
         Available to                                                                                Amount
         ------------------------------------------------------------------------------------- --------------------
                                                                                                     
         2018                                                                                              $16,858
         2019                                                                                               13,414
         ------------------------------------------------------------------------------------- --------------------

                                                                                                           $30,272
         ------------------------------------------------------------------------------------- --------------------


10.      NET (LOSS) INCOME PER SHARE


         ------------------------------------------- ---------------------- --------------------- ------------------
                                                              Net
                                                         Income (Loss)             Shares             Per Share
                                                          (Numerator)           (Denominator)           Amount
         ------------------------------------------- ---------------------- --------------------- ------------------
                                                                                                  
         2001
         Basic net (loss) per share
         Net loss                                               $(233,955)             9,247,949           $ (0.03)

         2000
         Basic net income per share
         Net income                                               $138,971             9,131,316             $ 0.02

         1999
         Basic net income per share
         Net income                                               $102,848             9,131,316             $ 0.01
         ------------------------------------------- ---------------------- --------------------- ------------------


         There were no preferred  shares  issued and  outstanding  for the years
         ended December 31, 2001, 2000 and 1999. The 2001  denominator  excludes
         1,896,000  shares that may be issued upon  exercise of options as to do
         so would have been antidilutive for the 2001 per share loss.

                                       11

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(U.S. DOLLARS)
--------------------------------------------------------------------------------

11.      STOCK OPTIONS

         The Company may issue stock  options and stock bonuses for common stock
         of the Company to provide  incentives to  directors,  key employees and
         other  persons  who  contribute  to the  success  of the  Company.  The
         exercise  price of the Incentive  Options  (employees of the Company or
         its  subsidiaries)  is not less than the fair market value of the stock
         at the date of the grant and for non-employees the exercise price is no
         less than 80% of the fair  market  value  (defined  by the most  recent
         closing sale price reported by NASDAQ) on the date of the grant.

         The following table  summarizes the Company's stock option activity for
         the year ended December 31, 2001:


         --------------------------------------- ------------------- ---------------------------- ------------------
                                                                                                      Weighted
                                                     Number of             Exercise Price              Average
                                                       Shares                 Per Share            Exercise Price
         --------------------------------------- ------------------- ---------------------------- ------------------
                                                                                                    
         Granted during year ended
           December 31, 2001                              1,898,000              $ 0.25 - $ 3.50             $ 1.47
         Exercised                                          (2,000)                       $ 1.00             $ 1.00
         --------------------------------------- ------------------- ---------------------------- ------------------

         Balance, December 31, 2001                       1,896,000              $ 0.25 - $ 3.50             $ 1.63
         --------------------------------------- ------------------- ---------------------------- ------------------


         The Company applies APB Opinion No. 25 and related  interpretations  in
         accounting for its stock options granted to employees, and accordingly,
         compensation  expense of $173,750 was recognized as wages expense.  Had
         compensation  expense  been  determined  as  provided in SFAS 123 using
         Black-Scholes  option -  pricing  model,  the  pro-forma  effect on the
         Company's net loss and per share amounts would have been as follows:


         ----------------------------------------- ------------------------ --------------------- -------------------
                                                            2001                    2000                 1999
         ----------------------------------------- ------------------------ --------------------- -------------------
                                                                                                   
         Net loss, as reported                                  $(233,955)              $138,971            $102,848
         Net loss, pro-forma                                     (955,071)               138,971             102,848
         Net loss per share, as reported                          $ (0.03)                $ 0.02              $ 0.01
         Net loss per share, pro-forma                            $ (0.10)                $ 0.02              $ 0.01
         ----------------------------------------- ------------------------ --------------------- -------------------


         The fair value of each option grant is  calculated  using the following
         weighted average assumptions:


         ----------------------------------------------------------------------------------------------- -------------
                                                                                                             2001
         ----------------------------------------------------------------------------------------------- -------------
                                                                                                      
         Expected life (years)                                                                           3.5
         Interest rate                                                                                   4.00%
         Volatility                                                                                      58.27%
         Dividend yield                                                                                  0.00%
         ----------------------------------------------------------------------------------------------- -------------


                                       12



FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(U.S. DOLLARS)
--------------------------------------------------------------------------------

11.      STOCK OPTIONS (Continued)

         During the year the Company granted stock options to consultants. These
         options have been recognized  applying SFAS 123 using the Black-Scholes
         option-pricing  model which  resulted in  additional  stock  promotion,
         advertising,  professional fees,  subcontracting and office expenses of
         $82,326 in the accounts.

12.      CONTINGENCIES

         The Company has been named plaintiff in a lawsuit  demanding the return
         of the share  certificate for 100,000 shares of stock  originally given
         to the defendant as payment in advance for  services.  The services for
         which  the  advance  was given  were  never  performed  or given to the
         Company,  and the Company therefore  received no consideration or value
         for such advance.  Return of the share  certificate  for 100,000 shares
         was demanded within ten (10) days, namely by August 22, 2001,  however,
         to date remains unreturned.

         On date of issue,  January 4, 2001, the share  transaction was recorded
         as shares  issued for services at fair market  value,  a value of $0.80
         per share.

13.      SEGMENTED AND SIGNIFICANT CUSTOMER INFORMATION

         The Company operates in a single segment, involving the development and
         marketing of two lines of energy and water conservation products.

         The first line  consists of a liquid  swimming pool blanket which saves
         energy  and water by storing  evaporation  from the pool  surface.  The
         second  line  consists  of a food  safe  powdered  form  of the  active
         ingredient  within the liquid  blanket  and is  designed  to be used in
         still or slow moving drinking water sources.

         The Company's sales in the United States of America and abroad amounted
         to 5%, 3% and 28.8% for the years ended  December  31,  2001,  2000 and
         1999 respectively. The remainder were earned in Canada.

         All the Company's  long-lived assets are located in Canada. The Company
         had one major customer,  Sunsolar Energy  Technologies  which comprised
         94%, 96% and 70% of total sales for the years ended  December 31, 2001,
         2000 and 1999  respectively.  The  Company is  exposed to  concentrated
         credit risk from this customer. It seeks to keep this risk to a minimum
         by granting only 45 day credit terms to this customer.


                                       13

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
(U.S. DOLLARS)
--------------------------------------------------------------------------------

14.      COMMITMENTS

         Property and premises leases

         The Company is  committed to minimum  rental  payments for property and
         premises  aggregating  approximately  $235,202 over the terms of leases
         expiring September 1, 2003.

         Commitments  in each of the  next  three  years  are  approximately  as
         follows:

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

         2001                                                           $85,528
         2002                                                            85,528
         2003                                                            64,146
         -------------------------------------------------- --------------------

15.      SUBSEQUENT EVENTS

         (a) Subsequent to the year end, 47,000 common shares were issued.

         (b) In January,  2002,  U.S.  $29,000  was  received  upon  exercise of
             options for shares of stock.





























                                       14

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(U.S. DOLLARS)


--------------------------------------------------------------------------------------------------------------------
                                                                              SEPTEMBER 30,        DECEMBER 31,
                                                                                   2002                2001
--------------------------------------------------------------------------------------------------------------------
                                                                                    (Unaudited)
ASSETS
                                                                                              
CURRENT
  Cash and cash equivalents                                                          $5,969,446            $190,457
  Accounts receivable                                                                    75,419              46,374
  Income tax receivable                                                                  72,298                   0
  Loan receivable                                                                         9,585               9,516
  Note receivable                                                                             0               9,225
  Inventory                                                                             163,193             181,698
  Prepaid expenses                                                                       19,488              59,291
--------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                                  6,309,429             496,561
PROPERTY AND EQUIPMENT                                                                  111,717              72,753
--------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                         $6,421,146            $569,314
--------------------------------------------------------------------------------------------------------------------

LIABILITIES

CURRENT
  Accounts payable                                                                      $31,606             $20,592
  Income tax payable                                                                          0              18,108
--------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                                31,606              38,700
--------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY

CAPITAL STOCK
Authorized
  50,000,000   Common shares with a par value of $0.001 each
   1,000,000   Preferred shares with a par value of $0.01 each
Issued and Outstanding
   11,568,416 and 9,272,816 Common shares                                                11,568               9,272
CAPITAL IN EXCESS OF PAR VALUE                                                        9,306,775             563,713
SHARE SUBSCRIPTION RECEIVABLE                                                          (19,990)                   0
OTHER COMPREHENSIVE LOSS                                                               (18,921)            (23,842)
ACCUMULATED DEFICIENCY                                                              (2,889,892)            (18,529)
--------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                                            6,389,540             530,614
--------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $6,421,146            $569,314
--------------------------------------------------------------------------------------------------------------------



See notes to consolidated financial statements.

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. DOLLARS)
(UNAUDITED)


-------------------------------------------------------------------------------------
                                                 NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------------------------------------------------------------
                                                     2002               2001
-------------------------------------------------------------------------------------
                                                                    
SALES                                                  $1,089,164         $1,307,649
COST OF SALES
 (Exclusive of depreciation
   shown separately below)                                594,041            642,949
-------------------------------------------------------------------------------------

GROSS PROFIT                                              495,123            664,700
-------------------------------------------------------------------------------------

OPERATING EXPENSES
  Consulting (note 2)                                   2,736,608                  0
  Wages                                                   248,933            106,165
  Professional fees                                        67,283             37,141
  Office                                                   60,943             15,438
  Rent                                                     46,356             16,595
  Stock promotion and
   transfer agent fee                                      41,156              1,802
  Travel                                                   24,023             18,768
  Subcontracting                                           23,667             21,946
  Administrative salaries
   and benefits                                            77,228             50,605
  Currency exchange                                        20,205                  0
  Shipping                                                  9,087              7,471
  Telephone                                                 7,074              4,068
  Utilities                                                 4,159                  0
  Bad debt expense                                          (350)                  0
  Commission                                                    0              1,138
  Depreciation                                             15,335              8,968
-------------------------------------------------------------------------------------

                                                        3,381,707            290,105
-------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE OTHER
  ITEM AND INCOME TAX                                 (2,886,584)            374,595
INTEREST INCOME                                            15,221                  0
-------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE
  INCOME TAX                                          (2,871,363)            374,595
INCOME TAX (RECOVERY)                                           0            142,346
-------------------------------------------------------------------------------------

NET INCOME (LOSS)                                    $(2,871,363)           $232,249
-------------------------------------------------------------------------------------

NET INCOME (LOSS) PER
  SHARE                                                  $ (0.27)             $ 0.03
-------------------------------------------------------------------------------------

DILUTED INCOME (LOSS) PER SHARE                               N/A              $0.02
-------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF SHARES                      10,555,256          9,232,705
DILUTIVE EFFECTS OF OPTIONS                                   N/A            521,924
-------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF
 SHARES WITH DILUTION                                  10,555,256          9,754,629
-------------------------------------------------------------------------------------


See notes to consolidated financial statements.



FLEXIBLE SOLUTIONS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
PERIODS ENDED SEPTEMBER 30
(U.S. DOLLARS)


------------------------------ ------------ ----------- ------------ -------------- --------------- --------------- ---------------
                                                         Capital in        Share       Accumulated       Other           Total
                                                         Excess of     Subscription     Earnings      Comprehensive   Stockholders'
                                Shares       Par Value   Par Value      Receivable    (Deficiency)    Income (Loss)      Equity
------------------------------ ------------ ----------- ------------ -------------- --------------- --------------- ---------------
                                                                                                     
BALANCE, DECEMBER 31, 1998       9,131,316      $9,131     $163,653              0       $(26,393)          $(376)        $146,015
  Translation adjustment                 0           0            0              0               0           7,053           7,053
  Net income                             0           0            0              0         102,848               0         102,848
------------------------------ ------------ ----------- ------------ -------------- --------------- --------------- ---------------
BALANCE, DECEMBER 31, 1999       9,131,316       9,131      163,653              0          76,455           6,677         255,916
  Translation adjustment                 0           0            0              0               0         (8,516)         (8,516)
  Net income                             0           0            0              0         138,971               0         138,971
------------------------------ ------------ ----------- ------------ -------------- --------------- --------------- ---------------
BALANCE, DECEMBER 31, 2000       9,131,316       9,131      163,653              0         215,426         (1,839)         386,371
SHARES ISSUED FOR
  Cash (October and December         9,500           9        4,116              0               0               0           4,125
  Services (January, July
    and November)                  132,000         132      139,868              0               0               0         140,000
  Stock option compensation              0           0      256,076              0               0               0         256,076
  Translation adjustment                 0           0            0              0               0        (22,003)        (22,003)
  Net loss                               0           0            0              0       (233,955)               0       (233,955)
------------------------------ ------------ ----------- ------------ -------------- --------------- --------------- ---------------
BALANCE, DECEMBER 31, 2001       9,272,816       9,272      563,713              0        (18,529)        (23,842)         530,614
UNAUDITED INFORMATION
  Issued for cash
    Private placement            2,151,600       2,152    6,064,948              0               0               0       6,067,100
    Exercise of stock options      114,000         114       33,386              0               0               0          33,500
  Services                          30,000          30       44,370              0               0               0          44,400
  Share issue costs                      0           0    (200,000)              0               0               0       (200,000)
  Share subscription                     0           0            0       (33,000)               0               0        (33,000)
  Payment of subscriptions
   receivable                            0           0            0         13,010               0               0          13,010
  Stock option compensation              0           0    2,800,358              0               0               0       2,800,358
  Translation adjustment                 0           0            0              0               0           4,921           4,921
  Net loss, period ended
    September 30, 2002                   0           0            0              0     (2,871,363)               0     (2,871,363)
------------------------------ ------------ ----------- ------------ -------------- --------------- --------------- ---------------

BALANCE, SEPTEMBER 30, 2002     11,568,416     $11,568   $9,306,775      $(19,990)    $(2,889,892)       $(18,921)      $6,389,540
------------------------------ ------------ ----------- ------------ -------------- --------------- --------------- ---------------


See notes to consolidated financial statements.



FLEXIBLE SOLUTIONS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. DOLLARS)
(UNAUDITED)


  -------------------------------------------------------------------------------------------------------------------
                                                                               NINE MONTHS ENDED SEPTEMBER 30,
                                                                                  2002                 2001
  -------------------------------------------------------------------------------------------------------------------
                                                                                               
  OPERATING ACTIVITIES
    Net income (loss)                                                              $(2,871,363)             $232,249
    Adjustments to reconcile net income (loss)
      to net cash, provided by operating activities
        Stock option compensation                                                     2,800,358                    0
        Non-cash services                                                                44,400                    0
        Depreciation                                                                     15,335                8,968
    Changes in Non-Cash Working Capital
      Accounts receivable                                                              (29,045)               80,424
      Inventory                                                                          18,505             (99,939)
      Prepaid expenses                                                                   39,803              (3,615)
      Accounts payable                                                                   11,014               27,774
      Income tax receivable                                                            (90,406)             (11,357)
  -------------------------------------------------------------------------------------------------------------------

  CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                      (61,399)              234,504
  -------------------------------------------------------------------------------------------------------------------

  INVESTING ACTIVITIES
    Acquisition of property and equipment                                              (54,299)             (28,448)
    Note receivable                                                                       9,225             (31,359)
    Loan receivable                                                                        (69)                    0
  -------------------------------------------------------------------------------------------------------------------

  CASH USED IN INVESTING ACTIVITIES                                                    (45,143)             (59,807)
  -------------------------------------------------------------------------------------------------------------------

  FINANCING ACTIVITIES
    Proceeds from issuance of common stock                                            5,867,600                    0
    Subscriptions received                                                               13,010                    0
  -------------------------------------------------------------------------------------------------------------------

  CASH PROVIDED BY FINANCING ACTIVITIES                                               5,880,610                    0
  -------------------------------------------------------------------------------------------------------------------

  EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                 4,921              (6,722)
  -------------------------------------------------------------------------------------------------------------------

  INFLOW OF CASH                                                                      5,778,989              167,975
  CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                        190,457              192,280
  -------------------------------------------------------------------------------------------------------------------

  CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $5,969,446             $360,255
  -------------------------------------------------------------------------------------------------------------------

  SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
    Issue of common stock
      For service                                                                       $44,400                   $0
  -------------------------------------------------------------------------------------------------------------------



See notes to consolidated financial statements.

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED SEPTEMBER 30
(U.S. DOLLARS)
(UNAUDITED)
--------------------------------------------------------------------------------


1.       BASIS OF PRESENTATION

         These unaudited consolidated financial statements have been prepared in
         accordance with generally accepted accounting  principles in the United
         States for interim financial  information.  These financial  statements
         are  condensed and do not include all  disclosures  required for annual
         financial  statements.  The  organization  and business of the Company,
         accounting  policies  followed by the Company and other information are
         contained in the notes to the Company's audited consolidated  financial
         statements  filed  as part of the  Company's  December  31,  2001  Form
         10-KSB.

         In  the  opinion  of  the  Company's  management,   these  consolidated
         financial  statements  reflect  all  adjustments  necessary  to present
         fairly the Company's  consolidated  financial position at September 30,
         2002 and the  consolidated  results of operations and the  consolidated
         statements  of cash flows for the nine months ended  September 30, 2002
         and 2001. The results of operations for the nine months ended September
         30, 2002 are not  necessarily  indicative of the results to be expected
         for the entire fiscal year.

2.       STOCKHOLDERS' EQUITY

         (a)   During the period, pursuant to the 2002 plan, the Company granted
               a total of 2,067,800  fully vested stock options to employees and
               consultants  of the Company at an  exercise  price  ranging  from
               $2.75 to $5.50 per share  which will  expire  September  1, 2007.
               These  options have been  recognized  applying FASB 123 using the
               Black-Scholes  option  pricing model which resulted in additional
               consulting  expense  of  $2,704,000  for the three  months  ended
               September 30, 2002.

         (b)   The  following  table   summarizes  the  Company's  stock  option
               activity for the period:


               ---------------------------------------------------------------------------------------------------
                                                                           2002
               ---------------------------------------------------------------------------------------------------
                                                                                                        Weight
                                                                                  Exercise             Average
                                                            Number                  Price              Exercise
                                                           of Shares              Per Share             Price
               ---------------------------------------------------------------------------------------------------

                                                                                                 
               BALANCE, DECEMBER 31, 2001                      1,896,000      $ 0.25 to $ 3.50             $ 1.47
               GRANTED DURING THE PERIOD                          67,800       $1.50 to $3.70                3.14
               GRANTED DURING THE PERIOD                       1,000,000            4.25                     4.25
               GRANTED DURING THE PERIOD                       1,000,000           $ 5.50                    5.50
               EXERCISED                                       (437,000)           $ 5.50                  (0.34)
               ---------------------------------------------------------------------------------------------------

               BALANCE, SEPTEMBER 30, 2002                     3,526,800      $ 0.25 to $ 5.50             $ 3.57
               ---------------------------------------------------------------------------------------------------




FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIODS ENDED SEPTEMBER 30
(U.S. DOLLARS)
(UNAUDITED)



2.       STOCKHOLDERS' EQUITY (Continued)

               The   Company   applies   APB   Opinion   No.   25  and   related
               interpretations  in accounting  for its stock options  granted to
               employees,  and accordingly,  compensation expense of $21,250 was
               recognized as wages expense for the three months ended  September
               30, 2002. Had compensation expense been determined as provided in
               SFAS 123 using the  Black-Scholes  option -  pricing  model,  the
               pro-forma  effect on the Company's net loss and per share amounts
               for the three months ended  September 30, 2002 would have been as
               follows:


               -------------------------------------------------------------------------- ----------------------
                                                                                                
               Net loss, as reported                                                               $(2,871,363)
               Net loss, pro-forma                                                                 $(3,047,318)
               Net loss per share, as reported                                                         $ (0.27)
               Net loss per share, pro-forma                                                           $ (0.29)
               -------------------------------------------------------------------------- ----------------------

               The  fair  value  of each  option  grant is  calculated  using  the  following  weighted  average
               assumption:

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

               Expected life (years)                                                                    5 years
               Interest rate                                                                                 3%
               Volatility                                                                                 72.3%
               Dividend yield                                                                                 0
               -------------------------------------------------------------------------- ----------------------


         (c)   During the period, the Company issued common stock as follows:


               --------------------------------------------------- -------------------- ------------------------
                                                                         Number
                                                                        of Shares                Total
               --------------------------------------------------- -------------------- ------------------------
                                                                                               
               Private placement                                             1,828,600               $5,950,100
               Exercise of stock options                                       190,000                   67,500
               Services rendered                                                30,000                  112,500
               --------------------------------------------------- -------------------- ------------------------


               During the nine months  ended  September  30,  2002,  the Company
               completed two private placements whereby 400,000 shares of common
               stock  were  issued  at a  price  of  $2.375  per  share  and  an
               additional  1,428,600  shares of common  stock  were  issued at a
               price of $3.50 per share to independent third parties.

         (d)   Share  subscription  receivable  represents  amount due for stock
               purchased on exercise of options on June 30, 2002.




[OUTSIDE BACK COVER OF THE PROSPECTUS]

No  dealer,  salesman  or any  other  person  has  been  authorized  to give any
information  or to make any  representation  other than those  contained in this
prospectus,  and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company.

This Prospectus does not constitute an offer of any securities  other than those
to which it  relates or an offer to sell or a  solicitation  of any offer to buy
any securities in any  jurisdiction to any person to whom it is unlawful to make
such offer in such  jurisdiction.  The delivery of this  Prospectus  at any time
does not imply that the information  herein is correct as of any time subsequent
to its date.  Notwithstanding the foregoing, the Company has undertaken to amend
this  Prospectus  in the event of any  fundamental  changes in the affair of the
Company.

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

                                TABLE OF CONTENTS

Prospectus Summary ......................................................
Risk Factors ............................................................
Use of Proceeds .........................................................
Market for Securities....................................................
Dividend Policy..........................................................
Management's Discussion and Analysis of
    Results of Operation and Financial Condition.........................
Our Business ............................................................
Management ..............................................................
Indemnification .........................................................
Security Ownership of Certain Beneficial
    Owners and Management ...............................................
Description of Securities ...............................................
Selling Shareholder .....................................................
Plan of Distribution ....................................................
Selling Security Holders ................................................
Legal Matters ...........................................................
Experts .................................................................
Additional Information ..................................................
Index to Financial Statements ...........................................

UNTIL  ____________,  2003 (90 DAYS  AFTER  THE  DATE OF THIS  PROSPECTUS),  ALL
DEALERS  EFFECTING  TRANSACTIONS  IN THE REGISTERED  SECURITIES,  WHETHER OR NOT
PARTICIPATING IN THE DISTRIBUTION DESCRIBED HEREIN, MAY BE REQUIRED TO DELIVER A
PROSPECTUS.  THIS IS IN  ADDITION  TO THE  OBLIGATIONS  OF  DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS WITH RESPECT TO THE OFFERING HEREIN.












                                       20


PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of directors and officers.

Sections  78.03 and 78.378 to 78.3793 of the  Nevada  Revised  Statutes  contain
provisions  concerning  the  indemnification  of the directors and officers of a
Nevada corporation.

These statutes provide that a Nevada  corporation may indemnify its officers and
directors  against  expenses  actually and  reasonably  incurred in the event an
officer  or  director  is made a party  or  threatened  to be made a party to an
action  (other  than an action  brought  by or on behalf of the  corporation  as
discussed below) by reason of his or her official  position with the corporation
provided  the  director  or  officer  (1) is not  liable  for the  breach of any
fiduciary  duties as a director  or officer  involving  intentional  misconduct,
fraud or a  knowing  violation  of the law or (2)  acted in good  faith and in a
manner  he or  she  reasonably  believed  to be in  the  best  interests  of the
corporation and, with respect to any criminal  actions,  had no reasonable cause
to believe his or her conduct was unlawful.

A Nevada  corporation may indemnify its officers and directors against expenses,
including  amounts paid in settlement,  actually and reasonably  incurred in the
event an officer or director is made a party or threatened to be made a party to
an action by or on behalf of the  corporation  by reason of his or her  official
position with the corporation provided the director or officer (1) is not liable
for the  breach of any  fiduciary  duties as a  director  or  officer  involving
intentional misconduct, fraud or a knowing violation of the laws or (2) acted in
good  faith  and in a manner  he or she  reasonably  believed  to be in the best
interests of the corporation.

The Nevada Revised Statutes  further  provides that a corporation  generally may
not  indemnify an officer or director if it is  determined  by a court that such
officer or director is liable to the  corporation or responsible for any amounts
paid to the corporation as a settlement, unless a court also determines that the
officer  or  director  is  entitled  to  indemnification  in light of all of the
relevant facts and circumstances.

The Nevada  Revised  Statutes  require a corporation  to indemnify an officer or
director  to the  extent he or she is  successful  on the  merits  or  otherwise
successfully defends the action.

           Article VI of our  Articles of  Incorporation  and Article 6.1 of our
         bylaws  provide that we shall  indemnify  our directors and officers to
         the fullest extent permitted by Nevada law.

Item 25. Other expenses of issuance and distribution

The following  table sets forth the expenses in connection with the issuance and
distribution of the securities offered hereby.

         ------------------------------------------------------- ----------
         Registration Fee                                        $518
         ------------------------------------------------------- ----------
         Estimated Printing Expenses                             $500
         ------------------------------------------------------- ----------
         Legal Fees and Expenses                                 $25,000
         ------------------------------------------------------- ----------
         Estimated Accounting Fees and Expenses                  $1,000
         ------------------------------------------------------- ----------
         Blue Sky Fees and Expenses                              $0
         ------------------------------------------------------- ----------
         Estimated Transfer Agent Fees and Expenses              $200
         ------------------------------------------------------- ----------
         Estimated Misc.                                         $1,000
         ------------------------------------------------------- ----------
         Total                                                   $28,218
         ------------------------------------------------------- ----------


Item 26. Recent sales of unregistered securities.

The following  provides  information  of all sales of  securities  that were not
registered under the Securities Act of 1933 during the last three years.

In January 2001 we issued 100,000 shares of our common stock to Equity Trust for
services to be rendered.  Such shares were issued  pursuant to an exemption from
registration  under Section 4(2) of the Securities Act of 1933. Such shares were
issued pursuant to an investment letter under which the shareholder acknowledged
that the  shares  were  restricted  securities  and  would  not be sold  without
registration or an exemption from registration.  The certificate for such shares
contained a legend  restricting  transfer without such registration or exemption
and a stop transfer order was lodged against the shares with our transfer agent.

In July 2001 we issued  30,000 shares of our common stock to Patrick  Grant,  an
employee,  for  services  for the period from July 1, 2001 to December 31, 2001.
Such shares were issued pursuant to an exemption


                                       21

from registration  under Section 4(2) of the Securities Act of 1933. Such shares
were  issued  pursuant  to an  investment  letter  under  which the  shareholder
acknowledged  that the shares were  restricted  securities and would not be sold
without registration or an exemption from registration. The certificate for such
shares  contained a legend  restricting  transfer  without such  registration or
exemption  and a stop  transfer  order was lodged  against  the shares  with our
transfer agent.

In January 2002 we issued 30,000 shares of our common stock to Patrick Grant, an
employee,  for  services  for the period from  January 1, 2002 to June 30, 2002.
Such shares were issued pursuant to an exemption from registration under Section
4(2) of the  Securities  Act of 1933.  Such shares  were  issued  pursuant to an
investment letter under which the shareholder  acknowledged that the shares were
restricted securities and would not be sold without registration or an exemption
from   registration.   The  certificate  for  such  shares  contained  a  legend
restricting  transfer without such registration or exemption and a stop transfer
order was lodged against the shares with our transfer agent.

In April 2002 we sold 400,000 shares of our common stock in a private  placement
to managed accounts of Sprott Asset  Management,  Inc. for $2.50 per share. Such
shares were issued pursuant to an exemption from registration under Section 4(2)
of the Securities Act of 1933. Such shares were issued pursuant to an investment
letter under which the shareholder  acknowledged that the shares were restricted
securities  and would not be sold  without  registration  or an  exemption  from
registration.  The  certificate for such shares  contained a legend  restricting
transfer  without such  registration  or exemption and a stop transfer order was
lodged against the shares with our transfer agent.

In July 2002 we sold 1,000,000 shares of our common stock in a private placement
to managed  accounts of Sprott  Asset  Management,  Inc.  and 428,600  shares to
Pictet Global Sector Fund for $3.50 per share.  Such shares were issued pursuant
to an exemption  from  registration  under Section 4(2) of the Securities Act of
1933. Such shares were issued  pursuant to an investment  letter under which the
shareholder  acknowledged  that the shares were restricted  securities and would
not  be  sold  without  registration  or an  exemption  from  registration.  The
certificate for such shares contained a legend restricting transfer without such
registration  or  exemption  and a stop  transfer  order was lodged  against the
shares with our transfer agent.

Item 27. Exhibits.

Exhibit No. Description

3.1      Articles of Incorporation of the Registrant  (Incorporated by reference
         to Exhibit 3.1 to  Registrant's  Registration  Statement  on Form 10-SB
         filed February 22, 2000) (1).

3.2      Bylaws of the  Registrant  (Incorporated  by  reference  to Exhibit 3.2
         Registrant's  Registration  Statement  on Form 10- SB-2 filed  February
         22,2000) (1).

10.1     Distribution  Agreement dated June 1, 1998 between Flexible  Solutions,
         Ltd.  and  Heliocol   Canada  Ltd.   (now  known  as  Sunsolar   Energy
         Technologies).   Incorporated   by   reference   to  Exhibit   10.1  to
         Registration Statement on Form 10-SB filed on April 4, 2000.

5.1      Opinion of counsel (1)

21       Subsidiaries

23       Consent of counsel is contained in Exhibit 5.1 (1)

23.1     Consent of Independent Chartered Accountants.


(1)      Filed with original filing of the registration statement.

                                       22

Item 28. Undertakings.

         A.  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 questions whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

         B.  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
         to:

                  (i) Include any prospectus required by Section 10(a)(3) of the
         Securities Act;

                  (ii)  Reflect  in the  prospectus  any facts or events  which,
         individually  or  together,  represent  a  fundamental  change  in  the
         information  in  the  registration   statement.   Notwithstanding   the
         foregoing, any increase or decrease in volume of securities offered (if
         the total  dollar  value of  securities  offered  would not exceed that
         which was registered) and any deviation from the low or high end of the
         estimated  offering  range may be reflected  in the form of  prospectus
         filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
         the changes in volume and price  represent no more than a 20% change in
         the maximum  aggregate  offering price set forth in the "Calculation of
         Registration Fee" table in the effective Registration Statement.

                  (iii) Include any additional or changed  material  information
         on the plan of distribution.

         (2) For  determining any liability under the Securities Act, treat each
such post-effective  amendment as a new registration statement of the securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering.

         (3) File a post-effective  amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

II-3



                                       23

                                   SIGNATURES

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of filing on Form SB-2 and  authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Victoria, British Columbia, Canada on January 6, 2003.

                                   FLEXIBLE SOLUTIONS INTERNATIONAL, INC.



                                   By:s/DAN O'BRIEN
                                      ------------------------------------------
                                   Dan O'Brien
                                   President


Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement or amendment  thereto has been signed by the following  persons in the
capacities and on the dates indicated.

Signature                Title                          Date
---------                -----                          ----

s/DAN O'BRIEN            President, Chairman,           January 6, 2003
---------------          Director
Dan O'Brien              (Principal executive
                         officer, principal
                         accounting officer and
                         principal financial
                         officer)


s/ROBERT O'BRIEN         Director                       January 6, 2003
----------------
Robert O'Brien

s/JOHN BIENTJES          Director                       January 6, 2003
---------------
John Bientjies




















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