UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
Under Section 12(b) or (g) of the
Securities Exchange Act of 1934

Flexible Solutions International Inc.
(Exact name of Small Business Issuer as specified in its charter)

            Nevada                                            N/A
            ------                                            ---
(State or other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)

2614 Queenswood Drive, Victoria, British Columbia CANADA V8N 1X5
(Address of principal executive offices)

Issuer's Telephone Number, (250) 477-9969

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock $0.001 par value.
(Title of Class)

Page 1 of 102
Index to Exhibits on Page 27

Flexible Solutions International Inc.

Form 10-SB

                                TABLE OF CONTENTS
                                     PART I
                                                                            Page

Item 1.  Description of Business.............................   3

Item 2.  Management's Discussion and Analysis or Plan of

         Operation...........................................  13

Item 3.  Description of Property.............................  17

Item 4.  Security Ownership of Certain Beneficial Owners
          and Management.....................................  17

Item 5.  Directors, Executive Officers, Promoters
         and Control Persons.................................  19

Item 6.  Executive Compensation..............................  21

Item 7.  Certain Relationships and Related Transactions......  22

Item 8.  Description of Securities...........................  23

                                     PART II

Item 1.  Market Price Of And Dividends on the Registrant's
         Common Equity and Related Stockholder Matters.......  24

Item 2.  Legal Proceedings...................................  25

Item 3.  Changes in and Disagreements with  Accountants......  25

Item 4.  Recent Sales of  Unregistered Securities............  25

Item 5.  Indemnification of  Directors and Officers..........  26

                                    PART F/S

Item 1.  Financial Statements................................  26

                                    PART III

Item 1.   Index to Exhibits                                    27

2

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Introduction

Flexible Solutions International Inc. (hereinafter is also referred to as the "Company" and/or the "Registrant") is involved in the marketing of chemicals for swimming pools. The Company was incorporated in May 1998 in the state of Nevada.

On June 25, 1998 the Company completed the process of acquiring Flexible Solutions Ltd. Flexible Solutions Ltd. was a company engaged in the development and marketing of a swimming pool chemical designed to reduce heat loss.

The Company's principal office is located at 2614 Queenswood Drive, Victoria, British Columbia V8N 1X5. The contact person is Mr. Daniel B. O'Brien, President and Director. The telephone number is (250) 477-9969; the facsimile number is
(250) 477-9912. The Company currently maintains a website at www.flexiblesolutions.com.

The Company's authorized capital includes 50,000,000 shares of common stock with $0.001 par value and 1,000,000 shares of preferred stock with $0.01 par value. As of the close of the Company's latest fiscal year, December 31, 1999, there were 9,131,316 shares of common stock outstanding and no shares of preferred shares outstanding.

The Company's common stock trades in the Pink Sheet Market under the symbol "FXSO".

The information in this Registration Statement is current as of February 20, 2000, unless otherwise indicated.

Historical Corporate Development

The Company was incorporated in the state of Nevada on May 12, 1998.

The Company acquired Flexible Solutions Ltd. ("Flexible Solutions") on June 25, 1998 in a non-arms length transaction. The Company issued 7,000,000 shares of its Common Stock in exchange for all of the issued and outstanding stock of Flexible Solutions. Upon the filing of the Articles of Share Exchange with the Nevada Secretary of State on June 30, 1998, Flexible Solutions became a wholly-owned subsidiary of the Company.

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The transaction whereby the Company acquired Flexible Solutions is considered to be a non-arm's length transaction because the valuation of Flexible Solutions and the determination of the number of shares to be issued to its owners was not made independently or based on appraisals.

Flexible Solutions was incorporated on January 25, 1991. From its inception through the fiscal year ended January 31, 1994, Flexible Solutions incurred net losses as follows: Cdn$1,980 in 1992; Cdn$2,811 in 1993; and, Cdn$4,873 in 1994. From 1994 to 1995, Flexible Solutions generated a net income of Cdn$5,134, but suffered a net loss of Cdn$3,663 for the fiscal year ended January 31, 1996. For the 1997 and 1998 fiscal years, Flexible Solutions had net income of Cdn$2,506 and Cdn$4,708 respectively.

On August 17, 1998, the Company completed an offering of 1,050,000 shares of its Common Stock at $0.01 per share, raising gross proceeds of $10,500.

ON September 7, 1998, the Completed an offering of 500,000 shares of its Common Stock at $0.05 per share, raising gross proceeds of $25,000.

On November 13, 1998, the Company completed an offering of 1,000,000 shares of its Common Stock at $0.25 per share, raising gross proceeds of $145,329 (581,316 shares sold).

The shares of common stock in the foregoing offerings, were offered pursuant to an exemption to registration provided under Section 3(b), Regulation D, Rule 504 of the Securities Act of 1933, as amended and under the exemption to registration under Section 11-51-308(1)(p) of the Colorado Securities Act.

The shares of the Company began trading on the National Quotation Bureau's "Pink Sheets" on October 12, 1998.

In 1999 the Company began renting a 1,000 square foot factory located at 1746 Island Highway, Victoria, British Columbia V9B 1H8. The monthly rent for this facility is $690 and the Company has not executed a formal lease agreement. All of the Company's manufacturing functions are now conducted at this location.

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BUSINESS

Flexible Solutions Ltd.

Company Background

The Company manufacturers and markets chemicals and chemical dispensers through its wholly-owned subsidiary, Flexible Solutions Ltd. The chemicals are designed to act as energy saving "liquid blankets" which reduce the evaporation of water.

The Company currently manufactures three products: "HEAT$AVER", the "Tropical Fish" and "WATER$AVER".

The HEAT$AVER Product and the Tropical Fish Product:

Product Description:

The primary product of the Company is HEAT$AVER. This product is a non-toxic chemical which forms an invisible skin on the surface of water thereby reducing the amount of evaporation and creating an energy saving device. The Company estimates that evaporative losses account for between 70% and 95% of pool and spa energy use.

HEAT$AVER is a mixture of ingredients which are lighter than water so that they automatically float to the surface. They are attracted to each other so that they try always to form a very thin layer over the whole pool surface. They are individually so small that they are 500 times smaller than the spaces in a high quality filter. After a swimmer stops disturbing the water they rush to reform a complete layer. Management estimates that the use of HEAT$AVER could achieve savings in energy costs of up to 40% and that most pool managers and/or owners will realize energy bill reductions between 17% and 30%.

Management believes that customers associated with outdoor swimming pools use HEAT$AVER primarily for two reasons, cost savings on energy being the primary one. The second reason is that, often times, pool personnel find it inconvenient to use conventional pool blankets correctly and consistently and that the ease of use provided by HEAT$AVER results in more consistent usage.

Users of air-conditioned indoor swimming pools use the HEAT$AVER product because it also results in savings. The savings occurs because less energy is required to maintain a pool at the desired temperature and also because there is a reduced load on the air-conditioning system because less heat and much less water vapor will have to be removed from the air to maintain the required

5

comfort. Air-conditioned indoor pools are very high users of energy because the swimmers and loungers have environmental expectations which require both gas water heat and electric air cooling to keep both groups happy in the same room. HEAT$AVER works by slowing the transfer of heat and water vapor from the pool to the pool room atmosphere.

Tests have been conducted on HEAT$AVER by various governmental agencies which have concluded that the product, used as directed, has no adverse effects on humans or animals.

Testing pertaining to the effectiveness of HEAT$AVER has been carried out by various users. The following chart summarizes the results typically achieved by users:

---------------- ---------- -------- ---------- ----------- ---------- ------------- ---------- ---------- ------------
                 Pool Size  Length   Savings    Humidity    Heating    Heat$avr      Monthly    Payback    Yearly  Net
                            of Test  Measure    Drop        System     Cost     per  Savings    Ratio      Savings
                                                                           Month
---------------- ---------- -------- ---------- ----------- ---------- ------------- ---------- ---------- ------------
Resthaven        Indoor     2        40%       30%          Elect.     $38.          $235.      6:2:1      $2364.
Condominium      50'x 20'   Months
Pool,
Sidney, B.C.
---------------- ---------- -------- --------- ------------ ---------- ------------- ---------- ---------- ------------
Red Lion  Hotel  Outdoor    2 Weeks  45%       0%           Natural    $38.          $230.      6:1:1      $2304.
#1 Seattle, Wa   50'x25'                                    Gas
---------------- ---------- -------- --------- ------------ ---------- ------------- ---------- ---------- ------------
Red Lion  Hotel  Outdoor    2 Weeks  45%       0%           Natural    $38.          $295.      7:8:1      $3084.
#2 Seattle, Wa   50'x25'                                    Gas
---------------- ---------- -------- --------- ------------ ---------- ------------- ---------- ---------- ------------
YWCA      Pool,  Indoor     2 mths   16.5%     0%           Oil        $90.          $275.      3:1:1      $2220.
Vancouver, B.C.  84'x42'
---------------- ---------- -------- --------- ------------ ---------- ------------- ---------- ---------- ------------
Kitsilano        Outdoor    2 mths   24%       0%           Natural    $1420.        $2700.     1:9:1      $15,360.
Municipal Pool,  480'x70'                                   Gas
Vancouver, B.C.
---------------- ---------- -------- --------- ------------ ---------- ------------- ---------- ---------- ------------
Vancouver        Indoor     2 mths   15.5%     0%           Natural    $340.         $620.      1:8:1      $3,360.
Aquatic Center   165'x80                                    Gas
Vancouver, B.C.
---------------- ---------- -------- --------- ------------ ---------- ------------- ---------- ---------- ------------
Hotel Vancouver  Indoor     2 mths   12.5%     0%           Steam      $28.          $150.      5:4:1      $1,464.
Vancouver, B.C.
---------------- ---------- -------- --------- ------------ ---------- ------------- ---------- ---------- ------------
Coast  Victoria  In/Out     2 mths   37.5%     0%           Elect.     $32.          $270.      8:4:1      $2,856.
Hotel
Victoria, B.C.
---------------- ---------- -------- --------- ------------ ---------- ------------- ---------- ---------- ------------

The company also sells a timer controlled injection pump which automatically adds the chemical to the pool as needed. Each of these systems is programmable to fit both the size of the pool and the hours of operation. The reservoir which holds the HEAT$AVER must be checked and filled once a week instead of daily. The system is self-contained and needs to be plugged into the main return line of the pool and then plugged into a 110V AC socket.

There are some disadvantages to using HEAT$AVER and these include the following:

a. The product biodegrades and must be replaced twice per week unless the timer controlled injection pump or the Tropical Fish dispenser is utilized;

6

b. The product reduces evaporative heat loss only and has no effect on convective and conductive losses; c. The product is flammable when not mixed with water; and, d. The product is poisonous, although not fatal, if ingested straight from the bottle or the dispenser.

The product is manufactured by the Company with components, which are readily available, and is usually dispensed by the consumer utilizing the Company's "Tropical Fish" dispenser.

The Tropical Fish dispenser was designed by the Company and requires minimal effort on the part of the consumer who utilizes it to dispense the product. It acts like a conventional solar blanket by forming an invisible layer on the surface of the swimming pool, thus inhibiting water evaporation. It dispenses a blue liquid, which creates a one molecule thick layer on the surface of the pool. One Tropical Fish covers an area of 400 square feet and is effective for about one month.

The Tropical Fish is utilized by opening the fin where indicated and placing the fish into the pool where it submerges to the bottom and, as the pressure increases, the HEAT$AVER liquid escapes, rises, and forms an invisible layer on the surface of the water. The Tropical Fish works effectively for thirty days and then must be replaced.

Target Market:

The Company currently is selling to clients associated with hotels; municipal swimming pools; and residential swimming pools.

The Company estimates that there are approximately 106,000 municipal swimming pools in its initial target market, which is Australia, Canada, Europe and the United States. Based on the assumption that energy costs are a large portion of the total operating costs for municipal pools and that the operators of these facilities want to lower these costs, the Company anticipates that the operators may turn to the use of chemicals, such as HEAT$AVER, as an alternative to the higher cost pool blankets.

With regard to hotel pools, the Company estimates that there are approximately 280,000 hotel pools located in its target market. Company management believes that each hotel which utilizes the HEAT$SAVER product will be able to save between $2,400 and $6,000 per year on its heating costs throughout the life of the pool.

Regarding the residential pool market, management believes that there are approximately 8 million residences in Canada and the United States that have swimming pools. Management believes that

7

successful market penetration in this area will require developing sound business relationships with retail swimming pool stores by creating equitable pricing policies. Management further believes that the Company's HEAT$AVER product packaged in the Tropical Fish dispenser will appeal to the residential pool market based on the novelty of the Tropical Fish dispenser, coupled with the east of use and the low initial cost.

The WATER$AVER Product

The Company also intends to market its core technology in the areas of fresh water conservation and aquaculture through another product called WATER$AVER. The WATER$AVER product works in the same way as the HEAT$AVER product.

WATER$AVER is a granulated product which is delivered to the customer in an 44 pound weatherproof bag. There are various ways to apply this product ranging from simple hand dispersal to fully automated scheduled metering using local weather data to determine timing and dosage quantities. Examples of suitable applications include the following:

a. Reservoirs
b. Potable water storages
c. Aqueducts and canals
d. Agricultural irrigation canals and ditches
e. Flood water crops
f. Stock watering ponds

This product can be used in any application where water is either standing or running without rapids.

The Company currently makes available to customers one piece of mechanized dispersal equipment called the Model PDM-320e WATER$AVER dispensing machine. It is capable of servicing reservoirs up to 30 acres in size and 100 miles or less of irrigation canals for six to eight days. It is fully automated and provides scheduled powder metering using local weather data to determine timing and dosage quantities. Specifications are:

a. Hopper capacity: 320 lbs.
b. Shoreline swivel mounted on 12 cubic yard abutment or trailer mounted for mobile deployment
c. Has windproof dispersal pattern skirting
d. Full SCADA compliance ready (custom mounting tabs, bracketing and enclosures)
e. Full NEMA weather proofing of electronics
f. Data collection storage and transmission with the customer's choice of variables to be monitored

8

g. The data may be collected by laptop computer through RS 232 ports
h. Land line, cellular, radio and satellite transmission of real time and stored data
i. Armored protection of electronics and backup equipment by casting into abutment
j. Hydro grid powered with a battery backup
k. Battery powered with solar running and recharging capability
l. Antipersonnel-protective fencing-sabotage suppression razor wire

The Company also has available a basic dispersal machine which is available for lower tech situations and the Company will build custom models to suite individual client's requirements.

Competition

The Company does not believe that there are any other companies developing or producing similar swimming pool chemicals. However, in general, and with regard to the swimming pool supply industry, it is anticipated that the Company will be competing with a wide variety of national, regional and local companies, many of which have established public images and greater financial strength and personnel resources than the Company. Further, it is likely that the Company will also be competing with entities, which have established good will and market acceptance.

Government Regulation and Legal Uncertainties

The Company anticipates that it will be subject to various governmental regulations with regard to the chemicals used in HEAT$AVER, WATER$AVER and the Tropical Fish. In Australia, the Company's operations are subject to health acts as enacted by the Commonwealth and/or various states within Australia. In Canada, the Company's operations are subject to health regulations within the various provinces in Canada. Further, in French speaking provinces such as Quebec, the Company is required to comply with "French only" regulations such as the actual wording on its products (no English allowed). In the United States, the Company's operations are subject to the regulations enacted by th U.S. Department of Health and possibly the regulations enacted by the Environmental Protection Agency. Further, the Company anticipates that all ingredients may have to be approved by the Food and Drug Administration for direct, undiluted skin contact.

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Risk Factors

Dependence On Key Personnel:

The Company's success is dependent, to a large degree, upon the efforts of its sole executive officer. The loss or unavailability of this person could have an adverse effect on the Company. At the present time the Company does not maintain key man life insurance policies for this individual. Also, the continued success and viability of the Company is dependent upon its ability to attract and retain qualified personnel in all areas of its business, especially management positions. In the event the Company is unable to attract and retain qualified personnel, its business may be adversely affected. There are currently no employment agreements in place.

Limited Operating History:

The Company has a limited operating history upon which to base an evaluation of its business and prospects. Operating results for future periods are subject to numerous uncertainties, and there can be no assurance that the Company will achieve or sustain profitability on an annual or quarterly basis. The Company's prospects must be considered in light of the risks encountered by companies in the early stage of development, particularly companies in new and rapidly evolving markets. Future operating results will depend upon many factors, including the demand for the Company's swimming pool products, the level of product and price competition, the Company's success in attracting and retaining motivated and qualified personnel, and in particular, the use of chemicals to retain heat in swimming pools instead of the historically successful use of thermal blankets.

The Ability to Manage Growth:

Should the Company be successful in the sales and marketing efforts of its water additive products it will experience significant growth in operations. If this occurs, management anticipates that additional expansion will be required in order to continue product development and product marketing. Any expansion of the Company's business would place further demands on its management, operational capacity and financial resources. The Company anticipates that it will need to recruit qualified personnel in all areas of its operations, including management, sales, marketing, and product delivery. There can be no assurance that the Company will be effective in attracting and retaining additional qualified personnel, expanding its operational capacity or otherwise managing growth. In addition, there can be no assurance that the Company's current systems, procedures

10

or controls will be adequate to support any expansion of it's operations. The failure to manage growth effectively could have a material adverse effect on the Company's business, financial condition and results of operations.

Product Delays and Errors:

The Company has experienced development delays and cost overruns associated with its product development; however, to date this has not been a significant problem. It may, in the future, encounter such problems. Delays and cost overruns could affect the Company's ability to respond to technological changes, evolving industry standards, competitive developments or customer requirements.

International Operations:

The Company markets and sells its products in the United States, Australia and Canada. As such, it is subject to the normal risks of doing business abroad. Risks include unexpected changes in regulatory requirements, export and import restrictions, tariffs and trade barriers, difficulties in staffing and managing foreign operations, longer payment cycles, problems in collecting accounts receivable, potential adverse tax consequences, exchange rate fluctuations, increased risks of piracy, discontinuity of the Company's infrastructures, limitations on fund transfers and other legal and political risks. Such limitations and interruptions could have a material adverse effect on the Company's business. The Company does not currently hedge its foreign currency exposures.

Dividend Policy:

The Company does not presently intend to pay cash dividends in the foreseeable future, as any earnings are expected to be retained for use in developing and expanding its business. However, the actual amount of dividends received from the Company will remain subject to the discretion of the Company's Board of Directors and will depend on results of operations, cash requirements and future prospects of the Company and other factors.

The Lack of Assurance That the Company Will Be Able to Meet Its Future Capital Requirements:

The Company currently has limited sources of operating cash flow to fund future projects or corporate overhead. The Company has limited financial resources, and there is no assurance that additional funding will be available. The Company's ability to

11

continue to operate will be dependent upon its ability to raise significant additional funds in the future.

Authorization of Preferred Stock

The Company is authorized to issue up to 1,000,000 shares of preferred stock, $0.01 par value per share. As of the date of this Registration Statement, no shares of preferred stock have been issued. The Company's preferred stock may bear such rights and preferences, including dividend and liquidation preferences, as the board of Directors may fix and determine from time to time. Any such preferences may operate to the detriment of the rights of the holders of the Common Stock.

Risks Associated with Penny Stock Classification:

The Company's stock is subject to "penny stock" rules as defined in 1934 Securities and Exchange Act rule 3151-1. The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. The Company's common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than U.S. $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the common

12

shares in the United States and shareholders may find it more difficult to sell their shares.

Significant Customers and/or Suppliers

The Company has no significant customers and/or suppliers.

Employees

As of 2/20/00, the Company has no employees, other than its sole officer, Daniel B. O'Brien. The Company employs four full-time and two part-time employees at its factory. In addition, the Company employees a full-time saleswoman, who works out of her home in San Diego, California, for a monthly retainer of Cdn$1,000 plus 10% of her net sales of bulk HEAT$AVER.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION

SELECTED FINANCIAL DATA

The selected financial data in Table No. 1 for Fiscal 1999, ended December 31, 1999, and the period May 12, 1998 (date of inception) to December 31, 1998, was derived from the financial statements of the Company which were audited by Smythe Ratcliff independent Chartered Accountants, as indicated in their report which is included elsewhere in this Registration Statement.

The selected financial data was extracted from the more detailed financial statements and related notes included herein and should be read in conjunction with such financial statements and with the information appearing under the heading, "Management's Discussion and Analysis of Financial Condition and Results of Operations".

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                             Table No. 1
                       Selected Financial Data
                  ($ in 000, except per share data)

                               Year Ended           The Period
                               12/31/99              5/12/98
                                                    (date of
                                                    inception)
                                                   to 12/31/98
                              -----------          -----------
Revenue                              $769                  $14
Net Income (Loss)                    $103                 ($27)
(Loss) per Share                    $0.01               ($0.01)
Dividends per Share                     0                    0

Wtg. Avg. Shares                9,131,316            4,102,469

Working Capital                      $206                 $139
Long - Term Debt                       $0                   $3
Shareholders' Equity                 $256                 $146
Total Assets                         $359                 $174

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

The following discussion of the Company's financial condition and results of operations should be read together with the financial statements and related notes that are included later in this registration statement. This discussion contains forward-looking statements that involve risks and uncertainties. The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" or in other parts of this registration statement.

The Company was incorporated in the state of Nevada on May 12, 1998 and the Company's wholly owned subsidiary, Flexible Solutions Ltd., was incorporated on January 25, 1991 in Victoria, British Columbia Canada.

On June 25, 1998, an Agreement and Plan of Share Exchange was executed between the Company and Flexible Solutions Ltd. The Company issued 7,000,000 shares of its common stock in exchange for all of the issued and outstanding stock of Flexible Solutions Ltd. Upon filing of the Articles of Share Exchange with the Nevada Secretary of State on June 30, 1998, Flexible Solutions Ltd. became a wholly-owned subsidiary of the Company.

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Since completing the process of acquiring Flexible Solutions Ltd., the Company's operating activities have related primarily to marketing its swimming pool chemicals called "HEAT$AVER", the "Tropical Fish" and its fresh water evaporation control chemical called "WATER$AVER".

Cash Balances

The Company maintains its major cash balances at one financial institution, Toronto Dominion Bank, located in Victoria, British Columbia CANADA. The balances are insured up to Cdn$60,000 per account by the Canada Deposit Insurance Corporation. At February 1, 2000, there were no uninsured cash balances.

Liquidity and Capital Resources

Fiscal 1999 and The Period August 21, 1998 (Date of Commencement of
Operations) to December 31, 1998

Cash used in 1999 Operating Activities totaled ($49,152), including the $102,848 net income; the primary adjusting items were $12,764 in depreciation, ($111,308) in accounts receivable, ($131,225) in inventory, ($520) in prepaid expenses, $5,444 in accounts payable, $3,559 in accrued liabilities, and $69,286 in income tax payable. Cash flows from financing activities included a repayment to a shareholder of ($3,261).

Cash used from inception through December 31, 1998 Operating Activities totaled ($6,544), including the ($27,149) net loss; the primary adjusting items were $2,534 in depreciation, ($1,531) in accounts receivable, ($5,335) in inventory, $21,567 in inventory and $3,370 in accrued liabilities. Cash provided 1997 Financing Activities totaled $175,570.

Results of Operations

Fiscal 1999 and The Period August 21, 1998 (Date of Commencement of
Operations) to December 31, 1998

Operating expenses for the fiscal year ended December 31, 1999 totaled $175,213 and the Company experienced a net profit of $102,848 against revenues of $769,218. The major expenses during this period were wages of $67,991, commissions of $20,957, professional fees of $16,465, office expenses of $15,600, subcontracting fees of $12,801, stock promotion and transfer agent fees of $8,048, shipping of $7,179, travel of $6,607, and rent, telephone and depreciation of $19,565.

Operating expenses for the fiscal year ended December 31, 1998 (August 21, 1998 through December 31, 1998) totaled $33,506 and the

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Company experienced a net loss of )$27,149) against revenues of $14,404. The major expenses during this period were $22,615 in wages, commissions and professional fees; $3,998 in office expenses and telephone; $2,328 in travel expenses; and, $2,534 in depreciation.

The net profit for Fiscal 1999 was a result of significantly higher revenues than the Company had experienced in the past. The percentage of cost of sales remained approximately the same as in past years; however, the operating expenses dropped to 23% of gross revenues in Fiscal 1999 from 233% in Fiscal 1998 reflecting the ramping up of the Company's sales efforts.

Income Taxes

All tax returns due for the Company have been filed.

Inflation

The Company's results of operations have not been affected by inflation and management does not expect inflation to have a material impact on its operations in the future.

FORWARD-LOOKING STATEMENTS

From time-to-time, the Company or its representatives may have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by the Company with the Securities and Exchange Commission or other regulatory agencies. Words or phrases "will likely result", "are expected to", "will continue", " is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). The Reform Act does not apply to initial registration statements, including this filing by the Company. The Company wishes to ensure that such statements are accompanied by meaningful cautionary statements, so as to maximize to the fullest extent possible the protections of the safe harbor established in the Reform Act. Accordingly, such statements are qualified in their entirety by reference to and are accompanied by the following discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.

The risks identified here are not inclusive. Furthermore, reference is also made to other sections of this Registration Statement that include additional factors that could adversely

16

impact the Company's business and financial performance. Also, the Company operates in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it access the impact of all such risk factors on the Company's business or the extent to which any factor or combination of factors may cause actual results to differ significantly from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

ITEM 3. DESCRIPTION OF PROPERTY

The Company utilizes the residence of its sole officer and director, Mr. Daniel O'Brien, for offices. No monthly fee is paid to Mr. O'Brien for rent.

The Company also leases a 1,000 square foot factory facility from Rolex Plastics Ltd. of Victoria, British Columbia. The factory is located at 1746 Island Highway, Victoria, British Columbia V9B 1H8. The monthly rent for the factory is $690. The Company rents the facility on a month-to-month basis and has not executed a formal lease agreement.

The Company also maintains a warehouse facility in Quebec. It is located at 2701 Sabourin Street, and is in St. Laurent, Quebec. The building belongs to the Company's distributor and is provided by the distributor for no charge because it saves him $0.05 in shipping on each "Fish" product.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

The Registrant is a publicly-owned corporation, the shares of which are owned by United States and Canadian residents. The Registrant is not controlled directly or indirectly by another corporation or any foreign government.

Table No. 2 lists as of February 20, 2000 all persons/companies the Registrant is aware of as being the beneficial owner of more than five percent (5%) of the common stock of the Registrant.

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                                   Table No. 2
                            Five Percent Shareholders

Title                              Amount and Nature  Percent
  of                               of Beneficial      of
Class   Name of Beneficial Owner   Ownership          Class #
------  ------------------------   -----------------  -------
Common  Daniel B. O'Brien  (1)     4,650,000          50.0%
Common  Robert N. O'Brien  (2)     1,750,000          18.3%
Common  Beat Aschmann                700,000           7.7%
-----------------------------------------------------------
Common  Sundstrand Ltd.              580,000           6.4%
-----------------------------------------------------------

  TOTAL                            7,680,000          82.4%(3)

# Based on 9,131,316 shares outstanding as of February 20, 2000 and options to purchase shares of common stock.

1. 4,550,000 of these shares are restricted pursuant to Rule 144. 50,000 of these shares represent currently exercisable share purchase options with a strike price of $0.25 and 50,000 of these share represent share purchase options exercisable after 1/1/01 with a strike price of $0.25. Mr. O'Brien's address is 2624 Queenswood Drive, Victoria, British Columbia CANADA V8N 1X5.

2. 1,750,000 of these shares are restricted pursuant to Rule 144. Dr. O'Brien's address is 2614 Queenswood Drive, Victoria, British Columbia CANADA V8N 1X5

3. Does not reflect share purchase options for 60,000 shares of common stock issued as follows: 20,000 shares with a strike price of $0.25 issued to an employee; 20,000 shares with a strike price of $0.25 issued to another employee; and, 20,000 shares with a strike price of $0.25 issued to another employee.

Table No. 3 lists as of February 20, 2000 all Directors and Executive Officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive Officers as a group.

Table No. 3 Shareholdings of Directors and Executive Officers

Title                                          Amount and Nature   Percent
  of                                               of Beneficial      of
Class   Name of Beneficial Owner                       Ownership   Class #
------  --------------------------------------- ----------------   -------
Common  Daniel B. O'Brien  Pres. & Director (1)        4,650,000    50.0%
Common  Robert N. O'Brien  Director                    1,750,000    18.3%
Common  John H. Bientjes   Director                       80,000     1.0%

Total                                                  6,480,000    69.3%

# Based on 9,131,316 shares outstanding as of February 1, 2000.

18

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Table No. 4 lists as of February 20, 2000 the names of the Directors of the Company. The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual Shareholders' Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company. All Directors are residents and citizens of Canada.

                                   Table No. 4
                                    Directors

                                                        Date First
                                                           Elected
Name                                    Age           or Appointed
----------------------                  ---      -----------------
Daniel B. O'Brien                        43           May 12, 1998
Dr. Robert N. O'Brien                    78      February 19, 2000
John H. Bientjes                         47      February 19, 2000

Table No. 5 lists, as of February 20, 2000, the names of the Executive Officers of the Company. The Executive Officers serve at the pleasure of the Board of Directors. All Executive Officers are residents/citizens of Canada.

                                   Table No. 5
                               Executive Officers

Name                Position                Date of Board Approval
------------------  ---------  ------------------------------------

Daniel B. O'Brien President May 12, 1998

Business Experience

Daniel B. O'Brien: Mr. O'Brien is President and a Director of the Company. He has been employed by the Company since May 12, 1998. His responsibilities include coordinating strategy, planning, and product development. Mr. O'Brien devotes 100% of his time to the affairs of the Company. He has been involved in the swimming pool industry since 1991 at which time he founded a private company called Flexible Solutions Ltd. which was purchased by the Company, through a share exchange, in August 1998. Prior to his involvement with Flexible Solutions Ltd., Mr. O'Brien was a teacher at Brentwood College where he was in charge of Outdoor Education.

19

Dr. Robert N. O'Brien: Dr. O'Brien is a member of the Company's Board of Directors. He was elected to this position on February 19, 2000. 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. He has held various academic positions since 1957 at the University of Alberta, the University of California at Berkley, and the University of Victoria. Most recently, he 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 at the University of Victoria. While teaching, Dr. O'Brien acted as a consultant and served on the British Columbia Research Council. In 1987, Dr. O'Brien founded the Vancouver Island Advanced Technology and Research Association.

John H. Bientjes: Mr. Bientjes is a member of the Company's Board of Directors. He was elected to this position on February 19, 2000. Mr. Bientjes attended Simon Fraser University in Vancouver, British Columbia and graduated in 1976 with a Bachelor of Arts Degree in Economics and Commerce. For the past fifteen years he 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 pools which are primarily owned by municipalities. His primary responsibilities at D.B. Perks & Associates, Ltd. are in the areas of purchasing, sales and customer service.

There have been no events during the last five years that are material to an evaluation of the ability or integrity of any director, person nominated to become a director, executive officer, promoter or control person including:

a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

c) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently enjoining, barring,

20

suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities;

d) being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Family Relationships

Dan O'Brien, the President of the Company is the son of Dr. Robert N. O'Brien, a Director of the Company. Other than that there are no relationships between any of the officers or directors of the Company.

Other Relationships/Arrangements

There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he/she was selected as a Director or Executive Officer. There are no material arrangements or understandings between any two or more Directors or Executive Officers.

On April 30, 1998 the Company retained Next Millennium Management Ltd. ("Next Millennium") as a consultant. Next Millennium was retained to assist the Company in coordinating its public offering; overseeing the acquisition of other companies; negotiating agreements; and, general management consulting. Pursuant to the terms of the Agreement, Next Millennium received a fee of $5,00 which was paid in full. The agreement between the Company and Next Millennium Management was terminated on October 12, 1999.

ITEM 6. EXECUTIVE COMPENSATION

The Company has no formal plan for compensating its Directors for their service in their capacity as Directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Company other than services ordinarily required of a Director. During Fiscal 1999, no Director received and/or accrued any compensation for his services as a Director, including committee participation and/or special assignments.

21

Mr. O'Brien receives a salary of Cdn.$30,000 (U.S.$20,100) and is also reimbursed for reasonable expenses incurred in the management of the Company's wholly owned subsidiary, Flexible Solutions Ltd.

The Company has no formal stock option plan which has been approved by regulatory authorities or other long-term compensation program other than that described in the preceding paragraph.

During Fiscal 1999, no funds were set aside or accrued by the Company to provide pension, retirement or similar benefits for Directors or Executive Officers.

The Company has no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Company in Fiscal 2000 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per Executive Officer.

The Company has one written employment agreement as described above.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company was incorporated for the purpose of acquiring Flexible Solutions Ltd. The value of Flexible Solutions Ltd. and the determination of the number of shares to be issued to its owners were not made independently or based on appraisals. Accordingly, the transactions between the Company and Flexible Solutions Ltd. cannot be deemed to be an arm's length transaction. By the terms of the Agreement and Plan of Share Exchange, the Company issued 7,000,000 shares of its common stock to Flexible Solutions Ltd., a company owned by Daniel O'Brien, the president of the Company; Dr. Robert N. O'Brien, a Director of the Company; and, Beat Aschmann.

Other than described above, there have been no transactions since May 12, 1998 (Date of Inception), or proposed transactions, which

22

have materially affected or will materially affect the Company in which any Director, Executive Officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.

ITEM 8. DESCRIPTION OF SECURITIES

The authorized capital of the Registrant is 50,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.01 per share. 9,131,316 shares of common stock and no shares of preferred stock were issued and outstanding at December 31, 1999, the end of the most recent fiscal year. At February 20, 2000, there were 9,131,316 shares of common stock outstanding and no shares of preferred stock outstanding.

Common Stock:

All shares of the Company's Common Stock have equal voting rights, with one vote per share, on all matters submitted to the stockholders for their consideration. The shares of Common Stock do not have cumulative voting rights.

Subject to the prior rights of the holders of any series of preferred stock which may be issued, holders of Common Stock are entitled to receive dividends, when and if declared by the Board of Directors, out of funds of the Company legally available therefor.

Holders of shares of Common Stock do not have any preemptive rights or other rights to subscribe for additional shares, or any conversion rights. Upon a liquidation, dissolution, or winding up of the affairs of the Company, holders of the Common Stock will be entitled to share ratably in the assets available for distribution to such stockholders after the payment of all liabilities and after the liquidation preference of any preferred stock outstanding at the time.

There are no sinking fund provisions applicable to the Common Stock.

Preferred Stock:

The Articles of Incorporation authorize the Board of Directors to issue, by resolution, 1,000,000 shares of preferred stock, in classes, having such designations, powers, preferences, rights, and limitations and on such terms and conditions as the Board of

23

Directors may from time to time determine, including the rights, if any, of the holders of such preferred stock with respect to voting, dividends, redemptions, liquidation and conversion.

Debt Securities to be Registered. Not applicable. American Depository Receipts. Not applicable. Other Securities to be Registered. Not applicable.

PART II

Item 1. Market Price Of And Dividends on the Registrant's

Common Equity and Other Shareholder Matters

The Company's common stock trades in the "Pink Sheets" in the United States, having the trading symbol "FXSO" and CUSIP# 33938T 10 4. Trading volume and high/low/closing prices, on a monthly basis, since the stock began trading on the Pink Sheets on October 12, 1999.

Table No. 7 FXSO Stock Trading Activity

---------- ----------- ----------- ----------- -----------
  Month        High         Low        Close      Volume
---------- ----------- ----------- ----------- -----------
October       $0.375      $0.03       $0.375      263,000
---------- ----------- ----------- ----------- -----------
November      $0.37       $0.22       $0.29        91,000
---------- ----------------------------------- -----------
December      $0.25       $0.12       $0.12        99,000
---------- ----------- ----------- ----------- -----------
January     No Trades   No Trades   No Trades   No Trades
---------- ----------- ----------- ----------- -----------
February      $0.30       $0.10       $0.20        49,000
---------- ----------- ----------- ----------- -----------

The Company's common stock is issued in registered form. American Securities Transfer and Trust (located in Denver, Colorado) is the registrar and transfer agent for the common stock.

On February 3, 2000 the shareholders' list for the Company's common shares showed forty nine (49) registered shareholders and 9,131,316 shares outstanding.

The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and expansion of its business.

24

ITEM 2. LEGAL PROCEEDINGS

The Company knows of no material, active or pending legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.

The Company knows of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Not Applicable

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

On August 17, 1998, the Company completed an offering of 1,050,000 shares of its Common Stock at $0.01 per share, raising gross proceeds of $10,500.

The shares of common stock in the foregoing offering, was offered pursuant to an exemption to registration provided under Section 3(b), Regulation D, Rule 504 of the Securities Act of 1933, as amended and under the exemption to registration under Section 11-51-308(1)(p) of the Colorado Securities Act.

On September 7, 1998, the Company completed an offering of 500,000 shares of its Common Stock at $0.05 per share, raising gross proceeds of $25,000.

The shares of common stock in the foregoing offering, was offered pursuant to an exemption to registration provided under Section 3(b), Regulation D, Rule 504 of the Securities Act of 1933, as amended and under the exemption to registration under Section 11-51-308(1)(p) of the Colorado Securities Act.

On November 13, 1998, the Company completed an offering of 1,000,000 shares of its Common Stock at $0.25 per share, raising gross proceeds of $145,329 (581,316 shares sold).

The shares of common stock in the foregoing offering, was offered pursuant to an exemption to registration provided under Section 3(b), Regulation D, Rule 504 of the Securities Act of 1933, as amended and under the exemption to registration under Section 11-51-308(1)(p) of the Colorado Securities Act.

25

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's By-Laws address indemnification under Article VI, Sections 6.1 and 6.1.

To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.751), as the same now exists or may hereafter be amended or supplemented, the Company shall indemnify its directors and officers, including payment of expenses as they are incurred and in advance of the final disposition of any action, suit, or proceeding. Employees, agents, and other persons may be similarly indemnified by the Company, including advancement of expenses, in such case or cases and to the extent set forth in a resolution or resolutions adopted by the Board of Directors. No amendment of this Section shall have any effect on indemnification or advancement of expenses relating to any event arising prior to the date of such amendment.

To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.752), as the same now exists or may hereafter be amended or supplemented, the Company may purchase and maintain insurance and make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for any liability asserted against such person and liability and expense incurred by such person in its capacity as a director, officer, employee, or agent, or arising out of such person's status as such, whether or not the Corporation has the authority to indemnify such person against such liability and expenses.

PART F/S

ITEM 1. FINANCIAL STATEMENTS

The financial statements and notes thereto as required under ITEM #13 are attached hereto and found immediately following the text of this Registration Statement. The audit report of Smythe Ratcliffe, independent Chartered Accountants, for the audited financial statements for Fiscal 1999, ended December 31, 1999 and notes thereto is included herein immediately preceding the audited financial statements.

(A-1) Audited Financial Statements: Fiscal 1999

Auditors' Report, dated January 17, 2000

26

Consolidated Balance Sheet at 12/31/99 and 12/31/98

Consolidated Statement of Operations and Deficit for the Year Ended 12/31/99 and the Five Months Ended 12/31/98

Consolidated Statement of Stockholders' Equity for the Years Ended 12/31/99 and 12/31/98

Consolidated Statement of Cash Flows for the Years Ended 12/31/99 and 12/31/98

Notes to Consolidated Financial Statements

PART III

Item 1. INDEX TO EXHIBITS:

Exhibit
Number         Decscription
------         ------------

2              Articles of Share Exchange

3.1            Articles of Incorporation

3.2            Bylaws

4.1            Form D, August 21, 1998

4.2            Form D, September 15, 1998

4.3            Form D, September 17, 1998

10.1           "Tropical Fish" Distribution Agreement

21             Subsidiaries

27             Financial Data Schedule

27

FLEXIBLE SOLUTIONS
INTERNATIONAL INC.

Consolidated Financial Statements
December 31, 1999
(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                6-8


REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF FLEXIBLE SOLUTIONS INTERNATIONAL INC.

We have audited the consolidated balance sheets of Flexible Solutions International Inc. as at December 31, 1999 and December 31, 1998 and the consolidated statements of operations, stockholders' equity and cash flows for the years then ended. 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 generally accepted auditing standards in the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance 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, 1999 and December 31, 1998 and the results of their operations and their cash flows for each of the years then ended in conformity with generally accepted accounting principles in the United States.

Smythe Ratcliffe
Chartered Accountants

Vancouver, British Columbia
January 17, 2000


FLEXIBLE SOLUTIONS INTERNATIONAL INC.
Consolidated Balance Sheets
December 31
(U.S. Dollars)

                                                                  1999                1998
                                                                --------            --------

Assets

Current
  Cash                                                           $59,441            $157,210
  Accounts receivable                                            112,839               1,531
  Inventory                                                      136,560               5,335
  Prepaid expenses                                                   520                   0
                                                                --------            --------
Total Current Assets                                             309,360             164,076
Property and Equipment (note 4)                                   49,782              10,137
                                                                --------            --------
Total Assets                                                    $359,142            $174,213
                                                                ========            ========

Liabilities

Current
  Accounts payable                                               $27,011             $21,567
  Accrued liabilities                                              6,929               3,370
  Income tax payable                                              69,286                   0
                                                                --------            --------
Total Current Liabilities                                        103,226              24,937

Due to Stockholder (note 5)                                            0               3,261

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
   9,131,316   Common shares                                       9,131               9,131
Capital in Excess of Par Value                                   163,178             163,178
Other Comprehensive Income                                         7,908                 855
Retained Earnings (Deficit)                                       75,699             (27,149)
                                                                --------            --------
                                                                 255,916             146,015
                                                                --------            --------
Total Liabilities and Stockholders' Equity                      $359,142            $174,213
                                                                ========            ========

See notes to consolidated financial statements.

2

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

Consolidated Statements of Operations
Years Ended December 31
(U.S. Dollars)

                                                     1999            1998
                                                   --------        --------
                                                                   (note 1)

Sales                                              $759,218         $14,404
Cost of Sales (Exclusive of Depreciation)           413,849           8,047
                                                   --------        --------
Gross Profit                                        345,369           6,357

Operating Expenses
  Wages                                              67,991           4,219
  Commission                                         20,957          13,489
  Professional fees                                  16,465           4,907
  Office                                             15,600           2,928
  Subcontracting                                     12,801               0
  Stock promotion and transfer agent fee              8,048             750
  Shipping                                            7,179           1,281
  Travel                                              6,607           2,328
  Rent                                                4,442               0
  Telephone                                           2,359           1,070
  Depreciation                                       12,764           2,534
                                                   --------        --------
                                                    175,213          33,506
                                                   --------        --------
Income (Loss) Before Income Tax                     170,156         (27,149)
Income Tax                                           67,308               0
                                                   --------        --------
Net Income (Loss)                                  $102,848        $(27,149)
                                                   ========        ========

Income (Loss) Per Share                            $  0.011        $ (0.007)
                                                   ========        ========
Weighted Average Number of Shares                 9,131,316       4,102,469
                                                  =========       =========

See notes to consolidated financial statements.

3

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
Consolidated Statement of Stockholders' Equity Years Ended December 31, 1999 and 1998
(U.S. Dollars)

                                                   Capital in Retained     Other       Total
                                                    Excess of Earnings  Comprehensive Stockholders'
                                Shares   Par Value  Par Value Deficit)     Income       Equity
---------------------------- ----------- --------- ---------- --------- ------------- -----------
Balance, December 31, 1997            0        $0         $0        $0           $0           $0
Shares Issued for Cash        2,131,316     2,131    178,698         0            0      180,829
Share Issue Costs                     0         0   (15,045)         0            0     (15,045)
Shares Issued in Exchange
  for 100% of Flexible
  Solutions Ltd.              7,000,000     7,000      (475)         0            0        6,525
Translation Adjustment                0         0          0         0          855          855
Net Loss                              0         0          0  (27,149)            0     (27,149)
---------------------------- ----------- --------- ---------- --------- ------------- -----------

Balance, December 31, 1998    9,131,316     9,131    163,178  (27,149)          855      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   $163,178   $75,699       $7,908     $255,916
---------------------------- =========== ========= ========== ========= ============= ===========

See notes to consolidated financial statements.

4

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

Consolidated Statements of Cash Flows
Years Ended December 31
(U.S. Dollars)
                                                           1999         1998
                                                       ----------   ----------
                                                                      (note 1)

Cash Flows from Operating Activities
  Net income (loss)                                      $102,848    $(27,149)
  Adjustments to reconcile net income (loss)
    to net cash (used) in operating activities
    Depreciation                                           12,764        2,534
  Changes in Non-Cash Working Capital
    Accounts receivable                                 (111,308)      (1,531)
    Inventory                                           (131,225)      (5,335)
    Prepaid expenses                                        (520)            0
    Accounts payable                                        5,444       21,567
    Accrued liabilities                                     3,559        3,370
    Income tax payable                                     69,286            0
                                                       ----------   ----------
Net Cash Flows (Used) in Operating Activities            (49,152)      (6,544)

Cash Flows (Used) in Investing Activities
  Acquisition of equipment                               (52,409)     (12,671)
                                                       ----------   ----------
Cash Flows from Financing Activities
  Advances from (repayment to) shareholder                (3,261)        3,261
  Issuance of capital stock                                     0      187,354
  Share issue costs                                             0     (15,045)
                                                       ----------   ----------
Net Cash Flows Provided (Used) in Financing Activities    (3,261)      175,570

Effect of Exchange Rate Changes on Cash                     7,053          855
                                                       ----------   ----------
Increase (Decrease) in Cash                              (97,769)      157,210
Cash, Beginning of Year                                   157,210            0
                                                       ----------   ----------
Cash, End of Year                                         $59,441     $157,210
                                                       ==========   ==========

See notes to consolidated financial statements.

5

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
Notes to Consolidated Financial Statements Year Ended December 31, 1999, 1998
(U.S. Dollars)

1. OPERATIONS AND BASIS OF PRESENTATION

The Company was incorporated on May 12, 1998 under the laws of the State of Nevada, United States and commenced operations on August 21, 1998. As a result the 1998 comparative figures are for the initial period, August 21, 1998 to December 31, 1998.

The Company's wholly-owned subsidiary, Flexible Solutions Ltd., is engaged in the development and marketing in Canada of a swimming pool chemical designed as an energy saving liquid pool blanket.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Subsidiary

These consolidated financial statements include the subsidiary's assets, liabilities, revenues and expenses. All inter company sales and significant intercompany balances are eliminated on consolidation.

(b) Foreign currency

The functional currency of the Company is the Canadian dollar and therefore the exchange gains and losses arising on conversion of the consolidated financial statements into the reporting currency, U.S. dollars, are excluded from the determination of income and disclosed as other comprehensive income in stockholders' equity.

(c) Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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.

(d) Inventory

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

6

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
Notes to Consolidated Financial Statements Year Ended December 31, 1999
(U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(e) Property and equipment

Property and equipment are recorded at cost and depreciated using the declining balance method over the following annual rates:

                  Manufacturing equipment                       20%
                  Trailer                                       30%
                  Computer hardware                             30%
                  Furniture and fixtures                        20%
                  Office equipment                              20%

(f)      Revenue recognition

Revenue from product sales is recognized at the time the product is shipped.

(g) Financial instruments

The Company's financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities. 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.

(h) Income (loss) per share calculation

Income (loss) per share is calculated by dividing net income
(loss) by the weighted average number of shares outstanding.

3. ACQUISITION

On June 30, 1998 the Company acquired all of the outstanding shares of Flexible Solutions Ltd., a company involved in the manufacture of a swimming pool chemical, by issuing 7,000,000 common shares. The acquisition is accounted for by the purchase method with effect given from the respective date of acquisition. Details of the acquisition at assigned values are as follows:

Total assets                                   $7,904
Total liabilities                              (1,379)

                                               $6,525

7

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
Notes to Consolidated Financial Statements Year Ended December 31, 1999, 1998
(U.S. Dollars)

4. PROPERTY AND EQUIPMENT

                                                                  1999
                                               Accumulated      Net Book
                                       Cost    Depreciation       Value

         Manufacturing equipment    $61,127    $14,313           $46,814
         Trailer                      1,510        453             1,057
         Computer hardware            1,039        312               727
         Furniture and fixtures         946        189               757
         Office equipment               534        107               427
                                   --------    -------           -------
                                    $65,156    $15,374           $49,782


                                               Accumulated      Net Book
                                       Cost    Depreciation       Value
                                   --------    -------           -------
         Manufacturing equipment    $12,671     $2,534           $10,137


5.       DUE TO STOCKHOLDER

The amount due to the stockholder is without interest or stated terms of repayment.

6. COMPREHENSIVE INCOME (LOSS)

                                            1999              1998
                                           --------         --------
Net income (loss)                          $102,848         $(27,149)
Other comprehensive income                    7,053              855
                                           --------         --------
Comprehensive income (loss)                $109,901         $(26,294)

8

Exhibit 2

FILED

IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

JUL 16 1998

No. c11067-98

ARTICLES OF SHARE EXCHANGE
OF
FLEXIBLE SOLUTIONS INTERNATIONAL INC.
AND
FLEXIBLE SOLUTIONS LTD.

The undersigned, being first duly sworn, do hereby state as follows:

1. These Articles of Share Exchange are being filed with the Nevada Secretary of State pursuant to Section 92A.200 of the Nevada General Corporation Law to reflect the exchange of all of the issued and outstanding shares of stock of FLEXIBLE SOLUTIONS LTD., a corporation of the Province of British Columbia, for shares of stock of FLEXIBLE SOLUTIONS INTERNATIONAL INC., a Nevada corporation, as the acquiring corporation.

2. A copy of the Agreement and Plan of Share Exchange dated June 25, 1998 (the "Plan'), is attached hereto as Exhibit "A."

3. The Plan was approved by the shareholders of FLEXIBLE SOLUTIONS LTD. and the Sole Director of FLEXIBLE SOLUTIONS INTERNATIONAL INC. on May 27, 1998. In the case of FLEXIBLE SOLUTIONS LTD., the number of shares cast for the Plan entitled to vote on the share exchange was sufficient for approval by that voting group. In the case of FLEXIBLE SOLUTIONS INTERNATIONAL INC., which has no shareholders, the Plan on the share exchange was approved by the sole director on June 25, 1998.

4 The share exchange is to be effective as of June 30, 1998.

         Dated this 6th day of July, 1998

FLEXIBLE SOLUTIONS LTD.                     FLEXIBLE SOLUTIONS INTERNATIONAL INC


By: /s Robert N. O'Brien,Vice-President     By: /s Daniel B. O'Brien, President
    ------------------------------------       --------------------------------
        Robert N. O'Brien,Vice-President            Daniel B. O'Brien, President



By: /s Daniel B. O'Brien, Secretary         By: /s Daniel B. O'Brien, Secretary
    ------------------------------------       --------------------------------
        Daniel B. O'Brien, Secretary                Daniel B. O'Brien, Secretary


CITY OF Victoria                            )
                                            )
PROVINCE OF British Columbia  )

Before me, a notary public in and for the aforesaid Province, personally appeared Daniel B. O'Brien, President of Flexible Solutions International known to be the person who executed the foregoing document this 6th day of July, 1998.

Notary Public                                    /s Robert J. Salmond
                                                 -------------------------------
                                                 ROBERT J. SALMOND
                                                 Barrister and Solicitor
                                                 #203 - 3994 Shelbourn Street
                                                 Victoria, B.C.
                                                 V8N 3E2
My Commission does not expire
being a solicitor


CITY OF Victoria

PROVINCE OF British Columbia

Before me, a notary public in and for the aforesaid Province, personally appeared Daniel B. O'Brien, Secretary of Flexible Solutions International Inc. known to be the person who executed the foregoing document this 6th day of July, 1998.

Notary Public                                    /s Robert J. Salmond
                                                 ------------------------------
                                                 ROBERT J. SALMOND
                                                 Barrister and Solicitor
                                                 #203 - 3994 Shelbourn Street
                                                 Victoria, B.C.
                                                 V8N 3E2
My Commission does not expire
being a solicitor


EXHIBIT"A"

AGREEMENT AND PLAN OF SHARE EXCHANGE

AGREEMENT AND PLAN OF SHARE EXCHANGE (the "Agreement") dated this 25th day of June, 1998, by and between FLEXIBLE SOLUTIONS INTERNATIONAL INC., a Nevada corporation ("FLEXIBLE INTERNATIONAL"), and FLEXIBLE SOLUTIONS LTD., a corporation incorporated in the Province of British Columbia, Canada FLEXIBLE').

WHEREAS, the Sole Director of FLEXIBLE INTERNATIONAL and the Board of Directors of FLEXIBLE deem it advisable and in the best interests of FLEXIBLE INTERNATIONAL and FLEXIBLE that FLEXIBLE INTERNATIONAL acquire FLEXIBLE by exchanging all of the issued and outstanding shares of FLEXIBLE for shares of FLEXIBLE INTERNATIONAL (the "Share Exchange"); and

WHEREAS, the Sole Director of FLEXIBLE INTERNATIONAL and the Board of Directors of FLEXIBLE have approved and adopted this Agreement as a "plan of reorganization" within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, in consideration of the premises and the mutual agreements, provisions and conditions contained herein, and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto agree that all of the issued and outstanding capital stock of FLEXIBLE shall be acquired by FLEXIBLE INTERNATIONAL, upon and subject to the following terms and conditions:

ARTICLE I
GENERAL TERMS AND PROVISIONS

Section 1.01. Effectiveness. At June 30, 1998, (the "Effective Date"), FLEXIBLE INTERNATIONAL shall issue new FLEXIBLE INTERNATIONAL Common Stock in exchange for all of the outstanding FLEXIBLE Stock on the terms provided herein, and FLEXIBLE shall become a wholly-owned subsidiary of FLEXIBLE INTERNATIONAL.

Section 1.02. Taking of Necessary Action. FLEXIBLE INTERNATIONAL and FLEXIBLE shall take all such actions as may be necessary or appropriate in order to effectuate the transaction contemplated by this Agreement. If, at any time after the Effective Date, any further action is necessary or desirable to carry out the purpose of this Agreement or to vest FLEXIBLE INTERNATIONAL with title to any or all of the properties, assets, rights, approvals, or immunities of FLEXIBLE, the officers and directors of FLEXIBLE INTERNATIONAL and its subsidiary, at the expense of FLEXIBLE INTERNATIONAL, shall take such necessary or desirable action.


ARTICLE III
EXCHANGE OF SHARES

Section 2.01. Exchange of Shares. On the Effective Date, FLEXIBLE INTERNATIONAL shall issue 7,000,000 shares of its FLEXIBLE INTERNATIONAL Common Stock to the shareholders of FLEXIBLE in exchange for all of the issued and outstanding FLEXIBLE Common Stock (1,000 shares of Common Stock).

Section 2.02. Stock Legends. Certificates representing shares of FLEXIBLE INTERNATIONAL Common Stock shall bear a legend restricting transfer of the shares of the Common Stock represented by such certificate in substantially the form set forth below:

"The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") or applicable state law, and are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement under the Act and applicable state law, the availability of which is to be established to the satisfaction of the Company."

FLEXIBLE INTERNATIONAL shall, from time to time, make stop transfer notations in it records to ensure compliance in connection with any proposed transfer of the shares with the Act and all applicable state securities laws.

Section 2.03 Dissenting Shareholders. The shareholders of FLEXIBLE each waive their right to dissent.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Each of FLEXIBLE INTERNATIONAL and FLEXIBLE represents to the other as follows:

Section 3.01. Capitalization. It has no obligation under any agreement with any person to register any of its securities under the 193 3 Act or any applicable state securities laws and, during the three years preceding the date of this Agreement, it has not sold or issued any of its securities in a transaction which was not registered under the 1933 Act or any applicable state securities law or exempt from such registration. There are no preemptive rights with respect to any of its securities.

(a) FLEXIBLE. FLEXIBLE represents and warrants that its authorized capital stock consists of 100,000 shares of Common Stock, no par value, 1,000 shares of which are issued and outstanding as of June 25, 1998. All of the issued and outstanding shares of FLEXIBLE are validly issued, fully paid, and nonassessable.

2

(b) FLEXIBLE INTERNATIONAL. FLEXIBLE INTERNATIONAL represents and warrants that its authorized capital stock consists of 1,000,000 shares of Preferred Stock, $0.01 par value per share, none of which are issued or outstanding; and 50,000,000 shares of Common Stock, $0.001 par value per share, none of which were issued or outstanding as of June 25, 1998.

Section 3.02. Principal Shareholders. No person owns of record or, to the best of its knowledge, owns beneficially five percent or more of any class of the issued and outstanding shares of its voting securities, except as set forth as follows:

FLEXIBLE. The following individuals own 100% of the outstanding shares of FLEXIBLE Common Stock:

Beat Aschmann                                        10%
Daniel B. O'Brien                                    65%
Dr. Robert N. O'Brien                                25%

Section 3.03. No Subsidiaries. It has no subsidiaries.

Section 3.04. Options and Other Rights. There are no outstanding options, warrants, or rights to subscribe for, purchase, or receive shares of its common stock or any other securities convertible into common stock.

ARTICLE IV
CONDITIONS PRECEDENT TO THE MERGER

The obligations of the parties under this Agreement are subject to the satisfaction of the following express conditions precedent at or before the Effective Date:

Section 4. 0 1. Compliance with Laws. All statutory requirements for the valid consummation by it of the transactions contemplated by this Agreement shall have been fulfilled.

Section 4.02. Blue Sky Filings. All Blue Sky filings and permits or orders required to carry out the transactions contemplated by this Agreement shall have been made and received containing no term or condition reasonably unacceptable to it.

Section 4.03. Adequate Proceedings. All corporate and other proceedings in connection with the transactions contemplated herein and all documents incident thereto shall be reasonably satisfactory in form and substance to it and its counsel.

Section 4.04. Certificate of President and Secretary. Each corporation shall have furnished to the other a certificate of the President or Vice President and the Secretary of the respective company, dated as of the Effective Date, to the effect that the representations and warranties of the respective company in this Agreement are true and correct at and as of the Effective Date, that no

3

error, misstatement, or omission has been discovered or is known with respect to such representations and warranties, and that the respective company has complied with all the agreements and has satisfied all the covenants on its part to be performed at or prior to the Effective Date.

Section 4.05. No Adverse Change. Between the date of execution of this Agreement and the Effective Date, FLEXIBLE U-41TRNATIONAL and FLEXIBLE (a) except in the ordinary course of its business, shall not have incurred any liabilities or obligations (direct or contingent) or disposed of any of its assets, or entered into any material transaction or suffered or experienced any materially adverse change in its condition, financial or otherwise, and (b) shall not have increased its issued and outstanding shares of common stock or any other securities.

ARTICLE V
MISCELLANEOUS

Section 5.01. Assignment. This Agreement may not be assigned nor any of the performance hereunder delegated by operation of law or otherwise by any party hereto, and any purported assignment or delegation shall be void.

Section 5.02. Headings. The article and section headings of this Agreement are inserted for convenience of reference only and do not constitute a part of this Agreement.

Section 5.03. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, legal representatives, assigns, and transferors.

Section 5.04. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. There are no representations, warranties, conditions, or other obligations except as herein specifically provided. Any waiver, amendment, or modification hereof must be in writing. A waiver in one instance shall not be deemed to be a continuing waiver or waiver in other instance.

Section 5.05. Counterparts. This Agreement may be executed in counterparts and each counterpart hereof shall be deemed to be an original, but all such counterparts together shall constitute but one agreement an original, but all such counterparts together shall constitute but one agreement.

Section 5.06. Notices. All notices, requests, instructions, or other documents to be given hereunder shall be deemed given if in writing, sent registered mail:

4

to FLEXIBLE SOLUTIONS INTERNATIONAL INC.:

2614 Queenswood Drive
Victoria, B.C. V8N IX5
Canada

to FLEXIBLE SOLUTIONS LTD.

2614 Queenswood Drive
Victoria, B.C. V8N 1X5
Canada

IN WITNESS WIHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

/s Daniel B. O'Brien

BY: Daniel B. O'Brien Its: President

FLEXIBLE SOLUTIONS LTD.

/s Robert N. O'Brien

By: Robert N O'Brien Its: Vice-President

5

Exhibit 3.1

SECRETARY OF STATE

(CORPORATE SEAL)

STATE OF NEVADA

CORPORATE CHARTER

1, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that FLEXIBLE SOLUTIONS INTERNATIONAL INC. did on May 12,1998, file in this office the original Articles of Incorporation; that said Articles are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office, in Carson City, Nevada, on May 13,1998.

/s Dean Heller
Secretary of State

By

/s Marianne Lockyer
Certification Clerk

FILED

IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

MAY 12 1998

No. c11067-98

/S Dean Heller

DEAN HELLER, SECRETARY OF STATE

ARTICLES OF INCORPORATION

OF

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

ARTICLE I

The name of the corporation is Flexible Solutions International Inc. (the "Corporation").

ARTICLE II

The amount of total authorized capital stock which the Corporation shall have authority to issue is 50,000,000 shares of common stock, each with $0.001 par value, and 1,000,000 shares of preferred stock, each with $0.01 par value. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.195), as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of capital stock of the Corporation.

ARTICLE III

The business and affairs of the Corporation shall be managed by a Board of Directors which shall exercise all the powers of the Corporation except as otherwise provided in the Bylaws, these Articles of Incorporation or by the laws of the State of Nevada. The number of members of the Board of Directors shall be set in accordance with the Company's Bylaws; however, the initial Board of Directors shall consist of one member. The name and address of the person who shall serve as the director until the first annual meeting of stockholders and until his successors are duly elected and qualified is as follows:

Name                                                    Address

Daniel O'Brien                                          2614 Queenswood
                                                        Victoria, B.C. V8N 1X5
                                                        Canada

1

ARTICLE IV

The name and address of the incorporator of the Corporation is Fay M. Matsukage, 455 Sherman Street, Suite 300, Denver, Colorado 80203.

ARTICLE V

To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.037), as the same now exists or may hereafter be amended or supplemented, no director or officer of the Corporation shall be liable to the Corporation or to its stockholders for damages for breach of fiduciary duty as a director or officer.

ARTICLE VI

The Corporation shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person against all liability and expense (including attorneys' fees) incurred by reason of the fact that he is or was a director or officer of the Corporation, he is or was serving at the request of the Corporation as a director, officer, employee, or agent of, or in any similar managerial or fiduciary position of, another corporation, partnership, joint venture, trust or other enterprise. The Corporation shall also indemnify any person who is serving or has served the Corporation as a director, officer, employee, or agent of the Corporation to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.

ARTICLE VII

The owners of shares of stock of the Corporation shall not have a preemptive right to acquire unissued shares, treasury shares or securities convertible into such shares.

ARTICLE VII

Only the shares of capital stock of the Corporation designated at issuance as having voting rights shall be entitled to vote at meetings of stockholders of the Corporation, and only stockholders of record of shares having voting rights shall be entitled to notice of and to vote at meetings of stockholders of the Corporation.

2

ARTICLE IX

The initial resident agent of the Corporation shall be the Corporation Trust Company of Nevada, whose street address is One East 1st Street, Reno, Nevada 89501.

ARTICLE X

The provisions of NRS 78.378 to 78.3793 inclusive, shall not apply to the Corporation.

ARTICLE XI

The purposes for which the Corporation is organized and its powers are as follows:

To engage in all lawful business; and

To have, enjoy, and exercise all of the rights, powers, and privileges conferred upon corporations incorporated pursuant to Nevada law, whether now or hereafter in effect, and whether or not herein specifically mentioned.

ARTICLE XII

One-third of the votes entitled to be cast on any matter by each shareholder voting group entitled to vote on a matter shall constitute a quorum of that voting group for action on that matter by shareholders.

ARTICLE XIII

The holder of a bond, debenture or other obligation of the Corporation may have any of the rights of a stockholder in the Corporation to the extent determined appropriate by the Board of Directors at the time of issuance of such bond, debenture or other obligation.

3

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 6th day of May, 1998.

                                                        By
                                                        Fay M. Matsukage
                                                        Incorporator

STATE OF COLORADO             )
CITY AND                      )ss.
COUNTY OF DENVER              )

Personally appeared before me this 6th day of May, 1998, Fay M. Matsukage who, being first duly sworn, declared that she executed the foregoing Articles of Incorporation and that the statements therein are true and correct to the best of her knowledge and belief.

Witness my hand and official seal.

                                                         \ss Nancy J. Parks
                                                         ------------------
                                                         Notary Public

My Commission expires:                                   Address:
                                                         455 Sherman Street
10/26/98                                                 Suite 300
                                                         Denver, CO 80237

K:\FMM\FLEXIBLE\ARTICLES.INC '01

4

Exhibit 3.2

FLEXIBLE SOLUTIONS INTERNATIONAL INC

BYLAWS


Adopted as of May 12, 1998

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

BYLAWS

                                TABLE OF CONTENTS

Section                                                                    Page
-------                                                                    ----

                                    ARTICLE I

                                     Offices

1.1      Registered Office..................................................1
1.2      Principal Office...................................................1

                                   ARTICLE II

                                  Stockholders
2.1      Annual Meeting.....................................................1
2.2      Special Meetings...................................................1
2.3      Place of Meeting...................................................2
2.4      Notice of Meeting..................................................2
2.5      Adjournment........................................................2
2.6      Organization.......................................................2
2.7      Closing of Transfer Books or Fixing of Record Date.................3
2.8      Quorum.............................................................3
2.9      Proxies............................................................3
2.10     Voting of Shares...................................................3
2.11     Action Taken Without a Meeting.....................................4
2.12     Meetings by Telephone..............................................4

-i-

ARTICLE III

                                    Directors

Section                                                                    Page
-------                                                                    ----

3.1      Board of Directors; Number; Qualifications; Election...............4
3.2      Powers of the Board of Directors: Generally........................4
3.3      Committees of the Board of Directors...............................5
3.4      Resignation........................................................5
3.5      Removal............................................................5
3.6      Vacancies..........................................................5
3.7      Regular Meetings...................................................5
3.8      Special Meetings...................................................6
3.9      Notice.............................................................6
3.10     Quorum.............................................................6
3.11     Manner of Acting...................................................6
3.12     Compensation.......................................................6
3.13     Action Taken Without a Meeting.....................................6
3.14     Meetings by Telephone..............................................6

ARTICLE IV

                               Officers and Agents

4.1      Officers of the Corporation........................................7
4.2      Election and Term of Office........................................7
4.3      Removal............................................................7
4.4      Vacancies..........................................................7
4.5      President..........................................................8
4.6      Vice Presidents....................................................8
4.7      Secretary..........................................................8
4.8      Treasurer..........................................................9
4.9      Salaries...........................................................9
4.10     Bonds..............................................................9

-ii-

Section                                                                    Page
-------                                                                    ----

                                    ARTICLE V

                                      Stock


5.1      Certificates.......................................................10
5.2      Record.............................................................11
5.3      Consideration for Shares...........................................11
5.4      Cancellation of Certificates.......................................11
5.5      Lost Certificates..................................................11
5.6      Transfer of Shares.................................................11
5.7      Transfer Agents, Registrars, and Paying Agents.....................12

                                   ARTICLE VI

                    Indemnification of Officers and Directors

6.1      Indemnification; Advancement of Expenses...........................12
6.2      Insurance and Other Financial Arrangements Against
         Liability of Directors, Officers, Employees, and
         Agents.............................................................12

                                  ARTICLE Vill

                       Acquisition of Controlling Interest

7.1      Acquisition of Controlling Interest................................13

                                  ARTICLE VIll

            Execution of Instruments; Loans, Checks and Endorsements;
                                Deposits; Proxies

8.1      Execution of Instruments...........................................13
8.2      Loans..............................................................13
8.3      Checks and Endorsements............................................13
8.4      Deposits...........................................................14
8.5      Proxies............................................................14
8.6      Contracts..........................................................14



                                      -iii-

Section                                                                    Page
-------                                                                    ----

                                   ARTICLE IX

                                  Miscellaneous

9.1      Waivers of Notice..................................................14
9.2      Corporate Seal.....................................................14
9.3      Fiscal Year........................................................15
9.4      Amendment of Bylaws................................................15
9.5      Uniformity of Interpretation and Severability......................15
9.6      Emergency Bylaws...................................................15

Secretary's Certification...................................................16

-iv-

BYLAWS

OF

FLEXIBLE SOLUTIONS INTERNATIONAL INC.

ARTICLE I

Offices

1.1 Registered Office. The registered office of the Corporation required by the General Corporation Law of Nevada, Nevada Revised Statutes, 1957 ("NRS"), Chapter 78, to be maintained in Nevada may be, but need not be, identical with the principal office if in Nevada, and the address of the registered office may be changed from time to time by the Board of Directors.

1.2 Principal Office. The Corporation may have such other office or offices either within or outside of the State of Nevada as the business of the Corporation may require from time to time if so designated by the Board of Directors.

ARTICLE II

Stockholders

2.1 Annual Meeting. Unless otherwise designated by the Board of Directors, the annual meeting shall be held on the date and at the time and place fixed by the Board of Directors; provided, however, that the first annual meeting shall be held on a date that is within 18 months after the date on which the Corporation first has stockholders, and each successive annual meeting shall be held on a date that is within 18 months after the preceding annual meeting.

2.2 Special Meetings. Special meetings of stockholders of the Corporation, for any purpose, may be called by the Chairman of the Board, the president, any vice president, any two members of the Board of Directors, or the holders of at least 10% of all of the shares entitled to vote at such meeting. Any holder or holders of not less than 10% of all the outstanding shares of the Corporation who desire to call a special meeting pursuant to this Section 2 of Article 11 shall notify the president that a special meeting of the stockholders shall be called. Within 30 days after notice to the president, the president shall set the date, time, and location of a stockholders' meeting. The date set by the president shall be not less than 30 nor more than 120 days after the date of notice to the president. If the president fails to set the date, time, and location of special meeting within

1

the 30-day time period described above, the stockholder or stockholders calling the meeting shall set the date, time, and location of the special meeting. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

2.3 Place of Meeting. The Board of Directors may designate any place, either within or outside the State of Nevada, as the place for any annual meeting or special meeting called by the Board of Directors. If no designation is made, or if a meeting shall be called otherwise than by the Board, the place of meeting shall be the Company's principal offices, whether within or outside the State of Nevada.

2.4 Notice of Meeting. Written notice signed by an officer designated by the Board of Directors, stating the place, day, and hour of the meeting and the purpose for which the meeting is called, shall be delivered personally or mailed postage prepaid to each stockholder of record entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting. If mailed, such notice shall be directed to the stockholder at his address as it appears upon the records of the Corporation, and notice shall be deemed to have been given upon the mailing of any such notice, and the time of the notice shall begin to run from the date upon which the notice is deposited in the mail for transmission to the stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.

2.5 Adjournment. When a meeting is for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

2.6 Organization. The president or any vice president shall call meetings of stockholders to order and act as chairman of such meetings. In the absence of said officers, any stockholder entitled to vote at that meeting, or any proxy of any such stockholder, may call the meeting to order and a chairman shall be elected by a majority of the stockholders entitled to vote at that meeting. In the absence of the secretary or any assistant secretary of the Corporation, any person appointed by the chairman shall act as secretary of such meeting. An appropriate number of inspectors for any meeting of stockholders may be appointed by the chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

2

2.7 Closing of Transfer Books or Fixing of Record Date. The directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the Corporation may be made, or may fix a day not more than 60 days before the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meetings must be determined. Only stockholders of record on that day are entitled to notice or to vote at such meeting.

2.8 Quorum. Unless otherwise provided by the Articles of Incorporation, one-third of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy shall constitute a quorum at a meeting of stockholders. If fewer than one-third of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting without further notice for a period not to exceed 60 days at any one adjournment. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of stockholders so that less than a quorum remains.

If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number or voting by classes is required by law or the Articles of Incorporation.

2.9 Proxies. At all meetings of stockholders, a stockholder may vote by proxy, as prescribed by law. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 6 months from the date of its creation, unless it is coupled with an interest, or unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation.

2.10 Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of stockholders, except as may be otherwise provided in the Articles of Incorporation or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation. If the Articles of Incorporation or any such resolution provide for more or less than one vote per share for any class or series of shares on any matter, every reference in the Articles of Incorporation, these Bylaws and the General Corporation Law of Nevada to a majority or other proportion or number of shares shall be deemed to refer to a majority or other proportion of the voting power of all of the shares or those classes or series of shares, as may be required by the Articles of Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the

3

Articles of Incorporation, or the General Corporation Law of Nevada. Cumulative voting shall not be allowed. Unless the General Corporation Law of Nevada, the Articles of Incorporation, or these Bylaws provide for different proportions, an act of stockholders who hold at least a majority of the voting power and are present at a meeting at which a quorum is present is the act of the stockholders.

2.11 Action Taken Without a Meeting. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given. The written consent must be filed with the minutes of the proceedings of the stockholders.

2.12 Meetings by Telephone. Unless other restricted by the Articles of Incorporation or these Bylaws, stockholders may participate in a meeting of stockholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

ARTICLE III

Directors

3.1 Board of Directors; Number; Qualifications; Election. The Corporation shall be managed by a Board of Directors, all of whom must be natural persons at least 18 years of age. Directors need not be residents of the State of Nevada or stockholders of the Corporation. The number of directors of the Corporation shall be not less than one nor more than twelve. Subject to such limitations, the number of directors may be increased or decreased by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent director. Subject to the provisions of Article III of the Corporation's Articles of Incorporation, each director shall hold office until the next annual meeting of shareholders or until his successor has been elected and qualified.

3.2 Powers of the Board of Directors: Generally. Subject only to such limitations as may be provided by the General Corporation Law of Nevada or the Articles of Incorporation, the Board of Directors shall have full control over the affairs of the Corporation.

4

3.3 Committees of the Board of Directors. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors, which, to the extent provided in the resolution or resolutions or in these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers on which the Corporation desires to place on a seal. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless the Articles of Incorporation or these Bylaws provide otherwise, the Board of Directors may appoint natural persons who are not directors to serve on committees.

3.4 Resignation. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the president, any vice president, or the secretary of the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office.

3.5 Removal. Except as otherwise provided in the Articles of Incorporation, any director may be removed, either with or without cause, at any time by the vote of the stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power.

3.6 Vacancies. All vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the Articles of Incorporation. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A director elected to fill a vacancy caused by an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his successor has been elected and has qualified.

3.7 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after and at the same place as the annual meeting of stockholders. The Board of Directors may provide by resolution the time and place, either within or outside the State of Nevada, for the holding of additional regular meetings without other notice than such resolution.

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3.8 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or a one-third of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside Nevada, as the place for holding any special meeting of the Board of Directors called by them.

3.9 Notice. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each director at his business address. Any director may waive notice of any meeting. A director's presence at a meeting shall constitute a waiver of notice of such meeting if the directors oral consent is entered on the minutes or by taking part in the deliberations at such meeting without objecting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.10 Quorum. A majority of the number of directors elected and qualified at the time of the meeting shall constitute a quorum for the transaction of business at any such meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.11 Manner of Acting. If a quorum is present, the affirmative vote of a majority of the directors present at the meeting and entitled to vote on that particular matter shall be the act of the Board, unless the vote of a greater number is required by law or the Articles of Incorporation.

3.12 Compensation. By resolution of the Board of Directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings; a fixed sum for attendance at such meeting; or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

3.13 Action Taken Without a Meeting. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee. The written consent must be filed with the minutes of the proceedings of the Board or committee.

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3.14 Meetings by Telephone. Unless other restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board or committee by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

ARTICLE IV

Officers and Agents

4.1 Officers of the Corporation. The Corporation shall have a president, a secretary, and a treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may appoint one or more vice presidents and such other officers, assistant officers, committees, and agents, including a chairman of the board, assistant secretaries, and assistant treasurers, as they may consider necessary, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors. One person may hold any two or more offices. The officers of the Corporation shall be natural persons 18 years of age or older. In all cases where the duties of any officer, agent, or employee are not prescribed by the Bylaws or by the Board of Directors, such officer, agent, or employee shall follow the orders and instructions of (a) the president, and if a chairman of the board has been elected, then (b) the chairman of the board.

4.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors annually at the first meeting of the Board held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until the first of the following occurs: until his successor shall have been duly elected and shall have qualified; or until his death; or until he shall resign; or until he shall have been removed in the manner hereinafter provided.

4.3 Removal. Any officer or agent may be removed by the Board of Directors or by the executive committee, if any, whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

4.4 Vacancies. A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.

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4.5 President. The president shall, subject to the direction and supervision of the Board of Directors, be the chief executive officer of the Corporation and shall have general and active control of its affairs and business and general supervision of its officers, agents, and employees. He shall, unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him, or shall execute, on behalf of the Corporation, written instruments appointing a proxy or proxies to represent the Corporation, at all meetings of the stockholders of any other corporation in which the Corporation shall hold any stock. He may, on behalf of the Corporation, in person or by substitute or by proxy, execute written waivers of notice and consents with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or proxy as aforesaid, may vote the stock so held by the Corporation and may execute written consents and other instruments with respect to such stock and may exercise any and all rights and powers incident to the ownership of said stock, subject however to the instructions, if any, of the Board of Directors. The president shall have custody of the treasurer's bond, if any. If a chairman of the board has been elected, the chairman of the board shall have, subject to the direction and modification of the Board of Directors, all the same responsibilities, rights, and obligations as described in these Bylaws for the president.

4.6 Vice Presidents. The vice presidents, if any, shall assist the president and shall perform such duties as may be assigned to them by the president or by the Board of Directors. In the absence of the president, the vice president designated by the Board of Directors or (if there be no such designation) the vice president designated in writing by the president shall have the powers and perform the duties of the president. If no such designation shall be made, all vice presidents may exercise such powers and perform such duties.

4.7 Secretary. The secretary shall perform the following: (a) keep the minutes of the proceedings of the stockholders, executive committee, and the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and affix the seal to all documents when authorized by the Board of Directors; (d) keep, at the Corporation's registered office or principal place of business within or outside Nevada, a record containing the names and addresses of all stockholders and the number and class of shares held by each, unless such a record shall be kept at the office of the Corporation's transfer agent or registrar; (e) sign with the president or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation, unless the Corporation has a transfer agent; and (g) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.

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4.8 Treasurer. The treasurer shall be the principal financial officer of the Corporation and shall have the care and custody of all funds, securities, evidences of indebtedness, and other personal property of the Corporation, and shall deposit the same in accordance with the instructions of the Board of Directors. He shall receive and give receipts and acquittances for monies paid in or on account of the Corporation, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the Corporation of whatever nature upon maturity. He shall perform all other duties incident to the office of the treasurer and, upon request of the Board, shall make such reports to it as may be required at any time. He shall, if required by the Board, give the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his duties and for the restoration to the Corporation of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his control belonging to the Corporation. He shall have such other powers and perform such other duties as may be from time to time prescribed by the Board of Directors or the president. The assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer.

The treasurer shall also be the-principal accounting officer of the Corporation. He shall prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state, and federal tax returns, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the Board of Directors statements of account showing the financial position of the Corporation and the results of its operations.

4.9 Salaries. Officers of the Corporation shall be entitled to such salaries, emoluments, compensation, or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

4.10 Bonds. If the Board of Directors by resolution shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of that officer's or agent's duties and offices.

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ARTICLE V

Stock

5.1 Certificates. The shares of stock shall be represented by consecutively numbered certificates signed in the name of the Corporation by its president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary, and shall be sealed with the seal of the Corporation, or with a facsimile thereof. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures,, If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as the registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificatb is delivered by the Corporation, the certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed the certificates, or whose facsimile signature has been used thereon, had not ceased to be an officer of the Corporation. If the Corporation is authorized to issue shares of more than one class or more than one series of any class, each certificate shall set forth upon the face or back of the certificate or shall state that the Corporation will furnish to any stockholder upon request and without charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the Corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series, so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

Each certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation's organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate or a statement that the shares are without par value. Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board of Directors. No certificate shall be issued until the shares represented thereby are fully paid.

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5.2 Record. A record shall be kept of the name of each person or other entity holding the stock represented by each certificate for shares of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. The person or other entity in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof, and thus a holder of record of such shares of stock, for all purposes as regards the Corporation.

5.3 Consideration for Shares. Shares shall be issued for such consideration, expressed in dollars (but not less than the par value thereof) as shall be fixed from time to time by the Board of Directors. That part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed the consideration for the issuance of such dividend shares. Such consideration may consist, in whole or in part, of money, promissory notes, other property, tangible or intangible, or in labor or services actually performed for the Corporation, contracts for services to be performed or other securities of the Corporation.

5.4 Cancellation of Certificates. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as herein provided with respect to lost, stolen, or destroyed certificates.

5.5 Lost Certificates. In case of the alleged loss, destruction, or mutilation of a certificate of stock, the Board of Directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. The Board of Directors may in its discretion require a bond, in such form and amount and with such surety as it may determine, before issuing a new certificate.

5.6 Transfer of Shares. Upon surrender to the Corporation or to a transfer agent of the Corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, and such documentary stamps as may be required by law, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of stock shall be entered on the stock book of the Corporation which shall be kept at its principal office or by its registrar duly appointed.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may be required by the laws of Nevada.

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5.7 Transfer Agents, Registrars, and Paying Agents. The Board may at its discretion appoint one or more transfer agents, registrars, and agents for making payment upon any class of stock, bond, debenture, or other security of the Corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

ARTICLE VI

Indemnification of Officers and Directors

6.1 Indemnification; Advancement of Expenses. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.751), as the same now exists or may hereafter be amended or supplemented, the Corporation shall indemnify its directors and officers, including payment of expenses as they are incurred and in advance of the final disposition of any action, suit, or proceeding. Employees, agents, and other persons may be similarly indemnified by the Corporation, including advancement of expenses, in such case or cases and to the extent set forth in a resolution or resolutions adopted by the Board of Directors. No amendment of this Section shall have any effect on indemnification or advancement of expenses relating to any event arising prior to the date of such amendment.

6.2 Insurance and Other Financial Arrangements Against Liability of Directors, Officers, Employees, and Agents. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.752), as the same now exists or may hereafter be amended or supplemented, the Corporation may purchase and maintain insurance and make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for any liability asserted against such person and liability and expense incurred by such person in its capacity as a director, officer, employee, or agent, or arising out of such person's status as such, whether or not the Corporation has the authority to indemnify such person against such liability and expenses.

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ARTICLE VII

Acquisition of Controlling Interest

7.1 Acquisition of Controlling Interest. The provisions of the General Corporation Law of Nevada pertaining to the acquisition of a controlling interest (currently set forth NRS 78.378 to 78.3793, inclusive), as the same now exists or may hereafter be amended or supplemented, shall not apply to the Corporation.

ARTICLE VIII

Execution of Instruments; Loans, Checks and Endorsements; Deposits; Proxies

8.1 Execution of Instruments. The president or any vice president shall have the power to execute and deliver on behalf of and in the name of the Corporation any instrument requiring the signature of an officer of the Corporation, except as otherwise provided in these Bylaws or where the execution and delivery thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Unless authorized to do so by these Bylaws or by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation in any way, to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.

8.2 Loans. The Corporation may lend money to, guarantee the obligations of, and otherwise assist directors, officers, and employees of the Corporation, or directors of another corporation of which the Corporation owns a majority of the voting stock, only upon compliance with the requirements of the General Corporation Law of Nevada.

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

8.3 Checks and Endorsements. All checks, drafts, or other orders for the payment of money, obligations, notes, or other evidences of indebtedness, bills of lading, warehouse receipts, trade acceptances, and other such instruments shall be signed or endorsed by such officers or agents of the Corporation as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.

8.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the Corporation's credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which

13

resolution may specify the officers or agents of the Corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign, and deliver for collection and deposit checks, drafts, and other orders for the payment of money payable to the Corporation or its order.

8.5 Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the president or any vice president may from time to time appoint one or more agents or attorneys-in-fact of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association, or other entity any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, association, or other entity or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, association, or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises

8.6 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

ARTICLE IX

Miscellaneous

9.1 Waivers; of Notice. Whenever notice is required by the General Corporation Law of Nevada, by the Articles of Incorporation, or by these Bylaws, a waiver thereof in writing signed by the director, stockholder, or other person entitled to said notice, whether before, at, or after the time stated therein, or his appearance at such meeting in person or (in the case of a stockholders' meeting) by proxy, shall be equivalent to such notice.

9.2 Corporate Seal. The Board of Directors may adopt a seal circular in form and bearing the name of the Corporation, the state of its incorporation, and the word "Seal" which, when adopted, shall constitute the seal of the Corporation. The seal may be used by causing it or a facsimile of it to be impressed, affixed, manually reproduced, or rubber stamped with indelible ink.

9.3 Fiscal Year. The Board of Directors may, by resolution, adopt a fiscal year for the Corporation.

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9.4 Amendment of Bylaws. The provisions of these Bylaws may at any time, and from time to time, be amended, supplemented or repealed by the Board of Directors.

9.5 Uniformity of Interpretation and Severability. These Bylaws shall be so interpreted and construed as to conform to the Articles of Incorporation and the laws of the State of Nevada or of any other state in which conformity may become necessary by reason of the qualification of the Corporation to do business in such state, and where conflict between these Bylaws, the Articles of Incorporation or the laws of such a state has arisen or shall arise, these Bylaws shall be considered to be modified to the extent, but only to the extent, conformity shall require. If any provision hereof or the application thereof shall be deemed to be invalid by reason of the foregoing sentence, such invalidity shall not affect the validity of the remainder of these Bylaws without the invalid provision or the application thereof, and the provisions of these Bylaws are declared to be severable.

9.6 Emergency Bylaws. Subject to repeal or change by action of the stockholders, the Board of Directors may adopt emergency bylaws in accordance with and pursuant to the provisions of the laws-of the State of Nevada.

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SECRETARY'S CERTIFICATION

The undersigned Secretary of Flexible Solutions International Inc. (the "Corporation") hereby certifies that the foregoing Bylaws are the Bylaws of the Corporation adopted by the Board of Directors as of the 12th day of May, 1998.

By

Daniel B. O'Brien Secretary

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Exhibit 4.1

DILL DILL CARR STONBRAKER & HUTCHINGS
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
(LETTERHEAD)

August 21, 1998

VIA FEDERAL EXPRESS

U.S. SECURITIES AND EXCHANGE COMMISSION
Office of Small Business Policy
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: Exemption Notice Filing of Flexible Solutions International Inc. Rule 504 Offering at $0.01/Share (the "Issuer") Pursuant to Regulation D Under the Securities Act of 1933

Ladies and Gentlemen:

Enclosed, in connection with the Issuer's notice filing pursuant to the requirements of Rule 504 of Regulation D, are five copies of Form D, including one manually signed, executed by a person duly authorized by the Issuer.

Please stamp the enclosed copy of this letter "RECEIVED," indicate the date of receipt and return same to us in the enclosed self-addressed, stamped envelope. If you have any questions, or require any additional information, please telephone the undersigned at (303) 777-3737.

Very truly yours,

/s Fay Matsukage

Fay Matsukage

FND/ccf
Enclosures
cc: Flexible Solutions International Inc.

455 SHERMAN STREET, SUITE 300/DENVER, COLORADO 80203
/FAX (303) 777-3823/(303) 777-3737

E-mail: dillndill@aol.com


FORM D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM D

NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(6), AND/OR
UNIFORM LIMITED OFFERING EXEMPTION


Name of Offering ([ ] check if this is an amendment and name has changed. and indicate change.) Flexible Solutions International Inc. Rule 504 Offering @ $0.01/Share

Filing Under (Check box(es) that apply): [x] Rule 504 [ ] Rule 505 [ ] Rule 506
[ ] Section 4(6) [ ] ULOE Tvpe of Filing: [x] New Filing [ ] Amendment
A. BASIC IDENTIFICATION DATA
1. Enter the information requested about the issuer
Name of Issuer ([ ] check it this is an amendment and name has changed. and indicate change.) Flexible Solutions International Inc.
Address of Executive Offices (Number and Street. City. State, Zip Code) Telephone 2614 Queenswood Drive, Victoria, B.C. V8N 1X5, Canada Number (Including Area Code) (250) 477-9969
Address of Principal Business Operations (Number and Street, City. State. Zip Code) (if different from Executive Offices) Telephone Number (including Area Code)

Brief Description of Business Marketing of swimming pool chemicals.
Type of Business Organization [x] corporation [ ] limited partnership, already formed [ ] other (please specify) [ ] business trust [ ] limited partnership, to be formed
Month Year Actual or Estimated Date of Incorporation or Organization: 05 98 [x] Actual [ ] Estimated

Jurisdiction of Incorporation or Organization: (Enter two-letter U.S. Postal Service abbreviation for State; CN for Canada: FN for other foreign jurisdiction) [N][V]

GENERAL INSTRUCTIONS

Federal:

Who Must File:  All issuers  making an offering of  securities in reliance on an
exemption  under  Regulation  D or Section  4(6),  17 CFR 2.10.501 et seq. or 15

U.S.C. 77d(6).

When To File: A notice must be riled no later than 15 days after the first sale of securities in the offering. A notice is deemed filed with the U.S. Securities and Exchange Commission (SEC) on the earlier of the date it is received by the SEC at the address given below or, if received at that address after the date on which it is due, on the date it was mailed by United States registered or certified mail to that address.

Where to File: U.S. Securities and Exchange Commission. 450 Fifth Street. N.W. Washington, D.C. 20549

Copies Required: Five (5) copies of this notice must be riled with the SEC. tine of which must be manually signed. Any copies not manually signed must be photocopies of the manually signed copy or bear typed or printed signatures.

Information Required. A new riling must contain all information requested. Amendments need only report the name of the issuer and offering. any changes thereto. The information requested in Part C. and any material changes from the information previously supplied in Parts A and 3. Part E and the Appendix need not be riled with the SEC.

Filing Fee: There is no federal filing fee.

State:

This notice shall be used to indicate reliance on the Uniform Limited Offering Exemption (ULOE) for sales of securities in those states that have adopted ULOE and that have adopted this form. Issuers relying on ULOE must rile a separate notice with the Securities Administrator in each state where sales are to be, or have been made. If a state requires the payment of a fee as a precondition to the claim for the exemption, a fee in the proper amount shall accompany this form. This notice shall be riled in the appropriate states in accordance with state law. The Appendix to the notice constitutes a part of this notice and must be completed.

ATTENTION

Failure to file notice in the appropriate states will not 'result in a loss of the federal exemption. Conversely, failure to file the appropriate federal notice will not result in a loss of an available state exemption unless such exemption is predicated on the filing of a federal notice.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1972 (2-97) 1 of 8


A. BASIC IDENTIFICATION DATA

2. Enter the information requested for the following:

o Each promoter of the issuer, if the issuer has been organized within the past Five years;

o Each beneficial owner having the power to vote or dispose, or direct the vote or disposition of, 10% or more of a class of equity securities of the issuer;

o Each executive officer and director of corporate issuers and of corporate general and managing partners of partnership issuers; and

o Each general and managing partner of partnership issuers.
Check Box(es) that Apply: [ ] Promoter[x] Beneficial Owner [ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual) Aschmann, Beat

Business or Residence Address (Number and Street, City, State, Zip Code) Laerchenhof weg No. 3, 8906 Bonstetten, Switzerland

Check Box(es) that Apply: [x] Promoter [x] Beneficial Owner[x] Executive Officer
[x] Director [ ] General and/or Managing Partner

Full Name (Last name first, if individual) O'Brien, Daniel B.
Business or Residence Address (Number and Street, City. State, Zip Code) 2614 Queenswood Drive, Victoria, B.C. V8N 1K5 Canada

Check Box(es) that Apply: [ ] Promoter[x] Beneficial Owner [ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first. if individual) O'Brien, Dr. Robert N.

Business or Residence Address (Number and Street, City, State, Zip Code) 2614 Queenswood Drive, Victoria, B.C. V8N 1X5 Canada

Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

(Use blank sheet. or copy and use additional copies of this sheet. as necessary)
2 of 8

B. INFORMATION ABOUT OFFERING

1. Has the issuer sold or does the issuer intend to sell to non-accredited investors in this offering?

[x] Yes [ ] No

Answer also in Appendix, Column 2, if filing under ULOE.

2. What is the minimum investment that will be accepted from any individual? $100.00

3. Does the offering permit joint ownership of a single unit? [x] Yes [ ] No

4. Enter the information requested for each person who has been or will be paid or given, directly or indirectly, any commission or similar remuneration for solicitation of purchasers in connection with sales of securities in the offering. If a person to be listed is an associated person or agent of a broker or dealer registered with the SEC and/or with a state or states, list the name of the broker or dealer. If more than five (5) persons to be listed are associated persons of such a broker or dealer, you may set forth the information for that broker or dealer only.

Full Name (Last name first, if individual) Not applicable.
Business or Residence Address (Number and Street, City. State, Zip Code)


Name of Associated Broker or Dealer


States in Which Person Listed Has Solicited or Intends to Solicit Purchasers (Check "All States" or check individual States) ...............[ ] All States

[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID] [IL] [IN] [IA]
[KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] (MS] [MO] [MT] [NE] [NV] [NH] (NJ] [NM]
[NY] [NC] [ND] [OH] [OK] [OR] [PA] [RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]

Full Name (Last name first, if individual) Not applicable.
Business or Residence Address (Number and Street, City. State, Zip Code)


Name of Associated Broker or Dealer


States in Which Person Listed Has Solicited or Intends to Solicit Purchasers (Check "All States" or check individual States) ...............[ ] All States

[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID] [IL] [IN] [IA]
[KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] (MS] [MO] [MT] [NE] [NV] [NH] (NJ] [NM]
[NY] [NC] [ND] [OH] [OK] [OR] [PA] [RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]

Full Name (Last name first, if individual) Not applicable.
Business or Residence Address (Number and Street, City. State, Zip Code)


Name of Associated Broker or Dealer


States in Which Person Listed Has Solicited or Intends to Solicit Purchasers (Check "All States" or check individual States) ...............[ ] All States

[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID] [IL] [IN] [IA]
[KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] (MS] [MO] [MT] [NE] [NV] [NH] (NJ] [NM]
[NY] [NC] [ND] [OH] [OK] [OR] [PA] [RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]

(Use blank sheet, or copy and use additional copies of this sheet. as necessary)
3 of 8

C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS

1.Enter the aggregate offering price of securities included in this offering and the total amount already sold. Enter "0" if
   answer is "none" or "zero". If the transaction is an exchange offering, check this box [ ] and indicate in the column below the
   amounts of the securities offered for exchange and already exchanged. Type of Security
                                                                                        Aggregate         Amount Already
                                                                                     Offering Price           Sold
         Offering Price
         Debt ........................................................................$                   $
         Equity.......................................................................$ 10,500            $ 10,500
                  [x] Common   [ ] Preferred
         Convertible Securities (including warrants)..................................$                   $
         Partnership Interests........................................................$                   $
         Other (Specify                          )....................................$                   $
              Total...................................................................$ 10,500            $ 10,500
                  Answer also in Appendix, Colum 3, if filing under ULOE

2.Enter the number of accredited and non-accredited investors who have purchased
   securities  in this  offering  and the  aggregate  dollar  amounts  of  their
   purchases.  For offerings under Rule 504,  indicate the number of persons who
   have purchased  securities and the aggregate dollar amount of their purchases
   on the total lines. Enter "0" if answer is "none" or "zero."
                                                                                        Number            Aggregate
                                                                                      Investors      Dollar Amount
                                                                                                        of Purchases
         Accredited Investors..........................................................                   $
         Non-accredited Investors .....................................................                   $
              Total (for filings under Rule 504 only)..................................     7             $ 10,500
                  Answer also in Appendix. Column 4. if filing under ULOE

3. If this filing is for an offering under Rule 504 or 505. enter the information requested for all securities sold by the issuer,
    to date. in offerings of the types indicated, in the twelve (12) months prior to the first sale of securities in this offering.
    Classify securities by type listed in Part C-Question 1.

       Type of offering                                                                 Type of  Dollar Amount
                                                                                        Security     Sold

         Rule 505 .....................................................................                   $
         Regulation A .................................................................                   $
         Rule 504    ..................................................................                   $    0
              Total ...................................................................                   $    0

4.a. Furnish a statement  of all  expenses in  connection  with the issuance and
     distribution of the securities in this offering.  Exclude amounts  relating
     solely to organization expenses of the issuer. The information may be given
     as subject to future contingencies.  If the amount of an expenditure is not
     known, furnish an estimate and check the box to the left of the estimate.

Transfer Agent's Fees       .................................................................[ ]  $
Printing and Engraving Costs ................................................................[ ]  $
 Legal Fees .................................................................................[x]  $ 5,000
Accounting Fees .............................................................................[ ]  $
Engineering Fees ............................................................................[ ]  $
Sales Commissions (Specify finder's fees separately) ........................................[ ]  $
Other Expenses (identify) ...................................................................[ ]  $
         Total ..............................................................................[x]  $ 5,000

4 of 8

C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS

b. Enter the difference between the aggregate offering price given in response to Part C-Question I and total expenses furnished in response to Part C-Question 4.a. This difference is the "adjusted gross proceeds to the issuer $ 5,500

5. Indicate below the amount of the adjusted gross proceeds to the issuer used or proposed to be used for each of the purposes shown. If the amount for any purpose is not known, furnish an estimate and check the box to the left of the estimate. The total of the payments listed must equal the adjusted gross proceeds to the issuer set forth in response to Part C-Question 4.b. above.

                                                                                        Payments to
                                                                                          Officers
                                                                                        Directors, &      Payments to
                                                                                         Affiliates         Others
Salaries and fees ......................................................................[ ] $             [ ] $

Purchase of real estate.................................................................[ ] $             [ ] $

Purchase, rental or leasing and installation of machinery and equipment.................[ ] $             [ ] $

Construction or leasing of plant buildings and facilities...............................[ ] $             [ ] $

Acquisition of other businesses  (including the value of securities  involved in
this  offering  that may be used in  exchange  for the assets or  securities  of
another issuer
pursuant to a merger ...................................................................[ ] $             [ ] $

Repayment of indebtedness. .............................................................[ ] $             [ ] $

Working capital.........................................................................[ ] $             [x] $ 5,500

Other (specify) ........................................................................[ ] $             [ ] $

Column Totals. .........................................................................[ ] $             [x] $ 5,500

Total Payments Listed (column totals added) ...................................................... [x] $ 5,500

D. FEDERAL SIGNATURE

The issuer has duly caused this notice to be signed by the undersigned duly authorized person. If this notice is filed under Rule 505, the following signature constitutes an undertaking by the issuer to furnish to the U.S. Securities and Exchange Commission, upon written request of its staff, the information furnished by the issuer to any non-accredited investor pursuant to paragraph (b) (2) of Rule 502. Issuer (Print or Type)

Issuer (Print or Type) Signature Date

Flexible Solutions International Inc.  /s/ Daniel B. 0 'Brien    August 20, 1998

Name of Signer (Print or Type          Title of Signer (Print or Type)

Daniel B. O'Brien President

ATTENTION

Intentional misstatements or omissions of fact constitute federal criminal violations. (see is U.S.C. 1001.)

5 of 8

E. STATE SIGNATURE

1. Is any party described in 17 CFR 230.252 (c), W. (e) or (f) presently subject to any of the disqualification provisions of such rule?
[ ] Yes [x] No

See Appendix, Column 5, for state response.

2. The undersigned issuer hereby undertakes to furnish to any state administrator of any state in which this notice is Form D (17 CFR 239.500) at such times as required by state law.

3. The undersigned issuer hereby undertakes to furnish to the state administrators, upon written request, information furnished by the issuer to offerees.

4. The undersigned issuer represents that the issuer is familiar with the conditions that must be satisfied to be entitled to the Uniform Limited Offering Exemption (ULOE) of the state in which this notice is filed and understands that the issuer claiming the availability of this exemption has the burden of establishing that these conditions have been satisfied.

The issuer has read this notification and knows the contents to be true and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

Issuer (Print or Type) Signature Date

Flexible Solutions International Inc.    /s/ Daniel B. 0 'Brien  August 20, 1998

Name of Signer (Print or Type)           Title of Signer (Print or Type)

       Daniel B. O'Brien                 President






Instruction:
Print the name and title of the signing  representative  under his signature for

the state portion of this form. One copy of every notice on Form D must be manually signed. Any copies not manually signed must be photocopies of the manually signed copy or bear typed or printed signatures.

6 of 8

Note: Pages 7 and 8 were not used


Exhibit 4.2

DILL DILL CARR STONBRAKER & HUTCHINGS
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
(LETTERHEAD)

September 15, 1998

VIA FEDERAL EXPRESS

U.S. SECURITIES AND EXCHANGE COMMISSION
Office of Small Business Policy
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: Exemption Notice Filing of Flexible Solutions International Inc. @ $0.05/Share (the "Issuer") Pursuant to Regulation D Under the Securities Act of 1933

Ladies and Gentlemen:

Enclosed, in connection with the Issuer's notice filing pursuant to the requirements of Rule 504 of Regulation D, are five copies of Form D, including one manually signed, executed by a person duly authorized by the Issuer.

Please stamp the enclosed copy of this letter "RECEIVED," indicate the date of receipt and return same to us in the enclosed self-addressed, stamped envelope. If you have any questions, or require any additional information, please telephone the undersigned at (303) 777-3737.

Very truly yours,

/s/ Lori Ann Y. Fujoka

Lori Ann Y. Fujoka

LAF/ccf
Enclosures
cc: Flexible Solutions International Inc.

455 SHERMAN STREET, SUITE 300/DENVER, COLORADO 80203
/FAX (303) 777-3823/(303) 777-3737
E-mail: dillndill@aol.com


FORM D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM D

NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(6), AND/OR
UNIFORM LIMITED OFFERING EXEMPTION


Name of Offering ([ ] check if this is an amendment and name has changed. and indicate change.) Flexible Solutions International Inc. Rule 504 Offering @ $0.25/Share

Filing Under (Check box(es) that apply): [x] Rule 504 [ ] Rule 505 [ ] Rule 506
[ ] Section 4(6) [ ] ULOE Tvpe of Filing: [x] New Filing [ ] Amendment
A. BASIC IDENTIFICATION DATA
1. Enter the information requested about the issuer
Name of Issuer ([ ] check it this is an amendment and name has changed. and indicate change.) Flexible Solutions International Inc.
Address of Executive Offices (Number and Street. City. State, Zip Code) Telephone 2614 Queenswood Drive, Victoria, B.C. V8N 1X5, Canada Number (Including Area Code) (250) 477-9969
Address of Principal Business Operations (Number and Street, City. State. Zip Code) (if different from Executive Offices) Telephone Number (including Area Code)

Brief Description of Business Marketing of swimming pool chemicals.
Type of Business Organization [x] corporation [ ] limited partnership, already formed [ ] other (please specify) [ ] business trust [ ] limited partnership, to be formed
Month Year Actual or Estimated Date of Incorporation or Organization: 05 98 [x] Actual [ ] Estimated

Jurisdiction of Incorporation or Organization: (Enter two-letter U.S. Postal Service abbreviation for State; CN for Canada: FN for other foreign jurisdiction) [N][V]

GENERAL INSTRUCTIONS

Federal:

Who Must File:  All issuers  making an offering of  securities in reliance on an
exemption  under  Regulation  D or Section  4(6),  17 CFR 2.10.501 et seq. or 15

U.S.C. 77d(6).

When To File: A notice must be riled no later than 15 days after the first sale of securities in the offering. A notice is deemed filed with the U.S. Securities and Exchange Commission (SEC) on the earlier of the date it is received by the SEC at the address given below or, if received at that address after the date on which it is due, on the date it was mailed by United States registered or certified mail to that address.

Where to File: U.S. Securities and Exchange Commission. 450 Fifth Street. N.W. Washington, D.C. 20549

Copies Required: Five (5) copies of this notice must be riled with the SEC. tine of which must be manually signed. Any copies not manually signed must be photocopies of the manually signed copy or bear typed or printed signatures.

Information Required. A new riling must contain all information requested. Amendments need only report the name of the issuer and offering. any changes thereto. The information requested in Part C. and any material changes from the information previously supplied in Parts A and 3. Part E and the Appendix need not be riled with the SEC.

Filing Fee: There is no federal filing fee.

State:

This notice shall be used to indicate reliance on the Uniform Limited Offering Exemption (ULOE) for sales of securities in those states that have adopted ULOE and that have adopted this form. Issuers relying on ULOE must rile a separate notice with the Securities Administrator in each state where sales are to be, or have been made. If a state requires the payment of a fee as a precondition to the claim for the exemption, a fee in the proper amount shall accompany this form. This notice shall be riled in the appropriate states in accordance with state law. The Appendix to the notice constitutes a part of this notice and must be completed.

ATTENTION

Failure to file notice in the appropriate states will not 'result in a loss of the federal exemption. Conversely, failure to file the appropriate federal notice will not result in a loss of an available state exemption unless such exemption is predicated on the filing of a federal notice.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1972 (2-97) 1 of 8


A. BASIC IDENTIFICATION DATA

2. Enter the information requested for the following:

o Each promoter of the issuer, if the issuer has been organized within the past Five years;

o Each beneficial owner having the power to vote or dispose, or direct the vote or disposition of, 10% or more of a class of equity securities of the issuer;

o Each executive officer and director of corporate issuers and of corporate general and managing partners of partnership issuers; and

o Each general and managing partner of partnership issuers.
Check Box(es) that Apply: [ ] Promoter[x] Beneficial Owner [ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual) Aschmann, Beat

Business or Residence Address (Number and Street, City, State, Zip Code) Laerchenhof weg No. 3, 8906 Bonstetten, Switzerland

Check Box(es) that Apply: [x] Promoter [x] Beneficial Owner[x] Executive Officer
[x] Director [ ] General and/or Managing Partner

Full Name (Last name first, if individual) O'Brien, Daniel B.
Business or Residence Address (Number and Street, City. State, Zip Code) 2614 Queenswood Drive, Victoria, B.C. V8N 1K5 Canada

Check Box(es) that Apply: [ ] Promoter[x] Beneficial Owner [ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first. if individual) O'Brien, Dr. Robert N.

Business or Residence Address (Number and Street, City, State, Zip Code) 2614 Queenswood Drive, Victoria, B.C. V8N 1X5 Canada

Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

(Use blank sheet. or copy and use additional copies of this sheet. as necessary)
2 of 8

B. INFORMATION ABOUT OFFERING

1. Has the issuer sold or does the issuer intend to sell to non-accredited investors in this offering?

[x] Yes [ ] No

Answer also in Appendix, Column 2, if filing under ULOE.

2. What is the minimum investment that will be accepted from any individual? $100.00

3. Does the offering permit joint ownership of a single unit? [x] Yes [ ] No

4. Enter the information requested for each person who has been or will be paid or given, directly or indirectly, any commission or similar remuneration for solicitation of purchasers in connection with sales of securities in the offering. If a person to be listed is an associated person or agent of a broker or dealer registered with the SEC and/or with a state or states, list the name of the broker or dealer. If more than five (5) persons to be listed are associated persons of such a broker or dealer, you may set forth the information for that broker or dealer only.

Full Name (Last name first, if individual) Not applicable.
Business or Residence Address (Number and Street, City. State, Zip Code)


Name of Associated Broker or Dealer


States in Which Person Listed Has Solicited or Intends to Solicit Purchasers (Check "All States" or check individual States) ...............[ ] All States

[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID] [IL] [IN] [IA]
[KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] (MS] [MO] [MT] [NE] [NV] [NH] (NJ] [NM]
[NY] [NC] [ND] [OH] [OK] [OR] [PA] [RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]

Full Name (Last name first, if individual) Not applicable.
Business or Residence Address (Number and Street, City. State, Zip Code)


Name of Associated Broker or Dealer


States in Which Person Listed Has Solicited or Intends to Solicit Purchasers (Check "All States" or check individual States) ...............[ ] All States

[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID] [IL] [IN] [IA]
[KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] (MS] [MO] [MT] [NE] [NV] [NH] (NJ] [NM]
[NY] [NC] [ND] [OH] [OK] [OR] [PA] [RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]

Full Name (Last name first, if individual) Not applicable.
Business or Residence Address (Number and Street, City. State, Zip Code)


Name of Associated Broker or Dealer


States in Which Person Listed Has Solicited or Intends to Solicit Purchasers (Check "All States" or check individual States) ...............[ ] All States

[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID] [IL] [IN] [IA]
[KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] (MS] [MO] [MT] [NE] [NV] [NH] (NJ] [NM]
[NY] [NC] [ND] [OH] [OK] [OR] [PA] [RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]

(Use blank sheet, or copy and use additional copies of this sheet. as necessary)
3 of 8

C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS

1.Enter the aggregate offering price of securities included in this offering and the total amount already sold. Enter "0" if
   answer is "none" or "zero". If the transaction is an exchange offering, check this box [ ] and indicate in the column below the
   amounts of the securities offered for exchange and already exchanged. Type of Security
                                                                                        Aggregate         Amount Already
                                                                                     Offering Price           Sold
         Offering Price
         Debt ........................................................................$                   $
         Equity.......................................................................$250,000            $      0
                  [x] Common   [ ] Preferred
         Convertible Securities (including warrants)..................................$                   $
         Partnership Interests........................................................$                   $
         Other (Specify                          )....................................$                   $
              Total...................................................................$250,000            $      0
                  Answer also in Appendix, Colum 3, if filing under ULOE

2.Enter the number of accredited and non-accredited investors who have purchased
   securities  in this  offering  and the  aggregate  dollar  amounts  of  their
   purchases.  For offerings under Rule 504,  indicate the number of persons who
   have purchased  securities and the aggregate dollar amount of their purchases
   on the total lines. Enter "0" if answer is "none" or "zero."
                                                                                        Number            Aggregate
                                                                                      Investors      Dollar Amount
                                                                                                        of Purchases
         Accredited Investors..........................................................                   $
         Non-accredited Investors .....................................................                   $
              Total (for filings under Rule 504 only)..................................     0             $     0
                  Answer also in Appendix. Column 4. if filing under ULOE

3. If this filing is for an offering under Rule 504 or 505. enter the information requested for all securities sold by the issuer,
    to date. in offerings of the types indicated, in the twelve (12) months prior to the first sale of securities in this offering.
    Classify securities by type listed in Part C-Question 1.

       Type of offering                                                                 Type of  Dollar Amount
                                                                                        Security     Sold

         Rule 505 .....................................................................                   $
         Regulation A .................................................................                   $
         Rule 504    ..................................................................  Equity           $35,000
              Total ...................................................................  Eqiuity          $35,000

4.a. Furnish a statement  of all  expenses in  connection  with the issuance and
     distribution of the securities in this offering.  Exclude amounts  relating
     solely to organization expenses of the issuer. The information may be given
     as subject to future contingencies.  If the amount of an expenditure is not
     known, furnish an estimate and check the box to the left of the estimate.

Transfer Agent's Fees       .................................................................[ ]  $
Printing and Engraving Costs ................................................................[ ]  $
 Legal Fees .................................................................................[x]  $ 2,000
Accounting Fees .............................................................................[ ]  $
Engineering Fees ............................................................................[ ]  $
Sales Commissions (Specify finder's fees separately) ........................................[ ]  $
Other Expenses (identify) ...................................................................[ ]  $
         Total ..............................................................................[x]  $ 2,000

4 of 8

C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS

b. Enter the difference between the aggregate offering price given in response to Part C-Question I and total expenses furnished in response to Part C-Question 4.a. This difference is the "adjusted gross proceeds to the issuer $ 248,000
5. Indicate below the amount of the adjusted gross proceeds to the issuer used or proposed to be used for each of the purposes shown. If the amount for any purpose is not known, furnish an estimate and check the box to the left of the estimate. The total of the payments listed must equal the adjusted gross proceeds to the issuer set forth in response to Part C-Question 4.b. above.

                                                                                        Payments to
                                                                                          Officers
                                                                                        Directors, &      Payments to
                                                                                         Affiliates         Others
Salaries and fees ......................................................................[ ] $             [ ] $

Purchase of real estate.................................................................[ ] $             [ ] $

Purchase, rental or leasing and installation of machinery and equipment.................[ ] $             [ ] $

Construction or leasing of plant buildings and facilities...............................[ ] $             [ ] $

Acquisition of other businesses  (including the value of securities  involved in
this  offering  that may be used in  exchange  for the assets or  securities  of
another issuer
pursuant to a merger ...................................................................[ ] $             [ ] $

Repayment of indebtedness. .............................................................[ ] $             [ ] $

Working capital.........................................................................[ ] $             [x] $58,000

Other (specify) ........................................................................[ ] $             [x] $75,000

Column Totals. .........................................................................[ ] $             [x $115,000

Total Payments Listed (column totals added) ...................................................... [x] $248,000

D. FEDERAL SIGNATURE

The issuer has duly caused this notice to be signed by the undersigned duly authorized person. If this notice is filed under Rule 505, the following signature constitutes an undertaking by the issuer to furnish to the U.S. Securities and Exchange Commission, upon written request of its staff, the information furnished by the issuer to any non-accredited investor pursuant to paragraph (b) (2) of Rule 502. Issuer (Print or Type)

Issuer (Print or Type) Signature Date

Flexible Solutions International Inc.  /s/ Daniel B. 0 'Brien September 17, 1998
Name of Signer (Print or Type          Title of Signer (Print or Type)

       Daniel B. O'Brien               President

ATTENTION

Intentional misstatements or omissions of fact constitute federal criminal violations. (see is U.S.C. 1001.)

5 of 8

E. STATE SIGNATURE

1. Is any party described in 17 CFR 230.252 (c), W. (e) or (f) presently subject to any of the disqualification provisions of such rule?
[ ] Yes [x] No

See Appendix, Column 5, for state response.

2. The undersigned issuer hereby undertakes to furnish to any state administrator of any state in which this notice is Form D (17 CFR 239.500) at such times as required by state law.

3. The undersigned issuer hereby undertakes to furnish to the state administrators, upon written request, information furnished by the issuer to offerees.

4. The undersigned issuer represents that the issuer is familiar with the conditions that must be satisfied to be entitled to the Uniform Limited Offering Exemption (ULOE) of the state in which this notice is filed and understands that the issuer claiming the availability of this exemption has the burden of establishing that these conditions have been satisfied.

The issuer has read this notification and knows the contents to be true and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

Issuer (Print or Type) Signature Date

Flexible Solutions International Inc. /s/ Daniel B. 0 'Brien September 17, 1998

Name of Signer (Print or Type)        Title of Signer (Print or Type)

Daniel B. O'Brien President

Instruction:
Print the name and title of the signing representative under his signature for the state portion of this form. One copy of every notice on Form D must be manually signed. Any copies not manually signed must be photocopies of the manually signed copy or bear typed or printed signatures.

6 of 8

Note: Pages 7 and 8 were not used


Exhibit 4.3

DILL DILL CARR STONBRAKER & HUTCHINGS
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
(LETTERHEAD)

September 17, 1998

VIA FEDERAL EXPRESS

U.S. SECURITIES AND EXCHANGE COMMISSION
Office of Small Business Policy
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: Exemption Notice Filing of Flexible Solutions International Inc. @ $0.25/Share (the "Issuer") Pursuant to Regulation D Under the Securities Act of 1933

Ladies and Gentlemen:

Enclosed, in connection with the Issuer's notice filing pursuant to the requirements of Rule 504 of Regulation D, are five copies of Form D, including one manually signed, executed by a person duly authorized by the Issuer.

Please stamp the enclosed copy of this letter "RECEIVED," indicate the date of receipt and return same to us in the enclosed self-addressed, stamped envelope. If you have any questions, or require any additional information, please telephone the undersigned at (303) 777-3737.

Very truly yours,

/s/ Lori Ann Y. Fujoka

Lori Ann Y. Fujoka

LAF/ccf
Enclosures
cc: Flexible Solutions International Inc.

455 SHERMAN STREET, SUITE 300/DENVER, COLORADO 80203
/FAX (303) 777-3823/(303) 777-3737
E-mail: dillndill@aol.com


FORM D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM D

NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(6), AND/OR
UNIFORM LIMITED OFFERING EXEMPTION


Name of Offering ([ ] check if this is an amendment and name has changed. and indicate change.) Flexible Solutions International Inc. Rule 504 Offering @ $0.05/Share

Filing Under (Check box(es) that apply): [x] Rule 504 [ ] Rule 505 [ ] Rule 506
[ ] Section 4(6) [ ] ULOE Tvpe of Filing: [x] New Filing [ ] Amendment
A. BASIC IDENTIFICATION DATA
1. Enter the information requested about the issuer
Name of Issuer ([ ] check it this is an amendment and name has changed. and indicate change.) Flexible Solutions International Inc.
Address of Executive Offices (Number and Street. City. State, Zip Code) Telephone 2614 Queenswood Drive, Victoria, B.C. V8N 1X5, Canada Number (Including Area Code) (250) 477-9969
Address of Principal Business Operations (Number and Street, City. State. Zip Code) (if different from Executive Offices) Telephone Number (including Area Code)

Brief Description of Business Marketing of swimming pool chemicals.
Type of Business Organization [x] corporation [ ] limited partnership, already formed [ ] other (please specify) [ ] business trust [ ] limited partnership, to be formed

Month Year Actual or Estimated Date of Incorporation or Organization: 05 98 [x] Actual [ ] Estimated

Jurisdiction of Incorporation or Organization: (Enter two-letter U.S. Postal Service abbreviation for State; CN for Canada: FN for other foreign jurisdiction) [N][V]

GENERAL INSTRUCTIONS

Federal:

Who Must File:  All issuers  making an offering of  securities in reliance on an
exemption  under  Regulation  D or Section  4(6),  17 CFR 2.10.501 et seq. or 15

U.S.C. 77d(6).

When To File: A notice must be riled no later than 15 days after the first sale of securities in the offering. A notice is deemed filed with the U.S. Securities and Exchange Commission (SEC) on the earlier of the date it is received by the SEC at the address given below or, if received at that address after the date on which it is due, on the date it was mailed by United States registered or certified mail to that address.

Where to File: U.S. Securities and Exchange Commission. 450 Fifth Street. N.W. Washington, D.C. 20549

Copies Required: Five (5) copies of this notice must be riled with the SEC. tine of which must be manually signed. Any copies not manually signed must be photocopies of the manually signed copy or bear typed or printed signatures.

Information Required. A new riling must contain all information requested. Amendments need only report the name of the issuer and offering. any changes thereto. The information requested in Part C. and any material changes from the information previously supplied in Parts A and 3. Part E and the Appendix need not be riled with the SEC.

Filing Fee: There is no federal filing fee.

State:

This notice shall be used to indicate reliance on the Uniform Limited Offering Exemption (ULOE) for sales of securities in those states that have adopted ULOE and that have adopted this form. Issuers relying on ULOE must rile a separate notice with the Securities Administrator in each state where sales are to be, or have been made. If a state requires the payment of a fee as a precondition to the claim for the exemption, a fee in the proper amount shall accompany this form. This notice shall be riled in the appropriate states in accordance with state law. The Appendix to the notice constitutes a part of this notice and must be completed.

ATTENTION

Failure to file notice in the appropriate states will not 'result in a loss of the federal exemption. Conversely, failure to file the appropriate federal notice will not result in a loss of an available state exemption unless such exemption is predicated on the filing of a federal notice.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1972 (2-97) 1 of 8


A. BASIC IDENTIFICATION DATA

2. Enter the information requested for the following:

o Each promoter of the issuer, if the issuer has been organized within the past Five years;

o Each beneficial owner having the power to vote or dispose, or direct the vote or disposition of, 10% or more of a class of equity securities of the issuer;

o Each executive officer and director of corporate issuers and of corporate general and managing partners of partnership issuers; and

o Each general and managing partner of partnership issuers.

Check Box(es) that Apply: [ ] Promoter[x] Beneficial Owner [ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual) Aschmann, Beat

Business or Residence Address (Number and Street, City, State, Zip Code) Laerchenhof weg No. 3, 8906 Bonstetten, Switzerland

Check Box(es) that Apply: [x] Promoter [x] Beneficial Owner[x] Executive Officer
[x] Director [ ] General and/or Managing Partner

Full Name (Last name first, if individual) O'Brien, Daniel B.
Business or Residence Address (Number and Street, City. State, Zip Code) 2614 Queenswood Drive, Victoria, B.C. V8N 1K5 Canada

Check Box(es) that Apply: [ ] Promoter[x] Beneficial Owner [ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first. if individual) O'Brien, Dr. Robert N.

Business or Residence Address (Number and Street, City, State, Zip Code) 2614 Queenswood Drive, Victoria, B.C. V8N 1X5 Canada

Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

Full Name (Last name first, if individual)


Business or Residence Address (Number and Street, City. State, Zip Code)


Check Box(es) that Apply: [ ] Promoter[ ] Beneficial Owner[ ] Executive Officer
[ ] Director[ ] General and/or Managing Partner

(Use blank sheet. or copy and use additional copies of this sheet. as necessary)
2 of 8

B. INFORMATION ABOUT OFFERING

1. Has the issuer sold or does the issuer intend to sell to non-accredited investors in this offering?

[x] Yes [ ] No

Answer also in Appendix, Column 2, if filing under ULOE.

2. What is the minimum investment that will be accepted from any individual? $100.00

3. Does the offering permit joint ownership of a single unit? [x] Yes [ ] No

4. Enter the information requested for each person who has been or will be paid or given, directly or indirectly, any commission or similar remuneration for solicitation of purchasers in connection with sales of securities in the offering. If a person to be listed is an associated person or agent of a broker or dealer registered with the SEC and/or with a state or states, list the name of the broker or dealer. If more than five (5) persons to be listed are associated persons of such a broker or dealer, you may set forth the information for that broker or dealer only.

Full Name (Last name first, if individual) Not applicable.

Business or Residence Address (Number and Street, City. State, Zip Code)


Name of Associated Broker or Dealer


States in Which Person Listed Has Solicited or Intends to Solicit Purchasers (Check "All States" or check individual States) ...............[ ] All States

[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID] [IL] [IN] [IA]
[KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] (MS] [MO] [MT] [NE] [NV] [NH] (NJ] [NM]
[NY] [NC] [ND] [OH] [OK] [OR] [PA] [RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]

Full Name (Last name first, if individual) Not applicable.

Business or Residence Address (Number and Street, City. State, Zip Code)


Name of Associated Broker or Dealer


States in Which Person Listed Has Solicited or Intends to Solicit Purchasers (Check "All States" or check individual States) ...............[ ] All States

[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID] [IL] [IN] [IA]
[KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] (MS] [MO] [MT] [NE] [NV] [NH] (NJ] [NM]
[NY] [NC] [ND] [OH] [OK] [OR] [PA] [RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]

Full Name (Last name first, if individual) Not applicable.

Business or Residence Address (Number and Street, City. State, Zip Code)


Name of Associated Broker or Dealer


States in Which Person Listed Has Solicited or Intends to Solicit Purchasers (Check "All States" or check individual States) ...............[ ] All States

[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID] [IL] [IN] [IA]
[KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] (MS] [MO] [MT] [NE] [NV] [NH] (NJ] [NM]
[NY] [NC] [ND] [OH] [OK] [OR] [PA] [RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA]
[WV] [WI] [WY] [PR]

(Use blank sheet, or copy and use additional copies of this sheet. as necessary)
3 of 8

C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS

1.Enter the aggregate offering price of securities included in this offering and the total amount already sold. Enter "0" if
   answer is "none" or "zero". If the transaction is an exchange offering, check this box [ ] and indicate in the column below the
   amounts of the securities offered for exchange and already exchanged. Type of Security
                                                                                        Aggregate         Amount Already
                                                                                           Sold
         Offering Price
         Debt ........................................................................$                   $
         Equity.......................................................................$ 25,000            $ 25,000
                  [x] Common   [ ] Preferred
         Convertible Securities (including warrants)..................................$                   $
         Partnership Interests........................................................$                   $
         Other (Specify                          )....................................$                   $
              Total...................................................................$ 25,000            $ 25,000
                  Answer also in Appendix, Colum 3, if filing under ULOE

2.Enter the number of accredited and non-accredited investors who have purchased
   securities in this offering and the aggregate dollar amounts of their
   purchases. For offerings under Rule 504, indicate the number of persons who
   have purchased securities and the aggregate dollar amount of their purchases
   on the total lines. Enter "0" if answer is "none" or "zero."
                                                                                        Number            Aggregate
                                                                                      Investors      Dollar Amount
                                                                                                        of Purchases
         Accredited Investors..........................................................                   $
         Non-accredited Investors .....................................................     9             $ 25,000
              Total (for filings under Rule 504 only)..................................     9             $ 25,000
                  Answer also in Appendix. Column 4. if filing under ULOE

3. If this filing is for an offering under Rule 504 or 505. enter the information requested for all securities sold by the issuer,
    to date. in offerings of the types indicated, in the twelve (12) months prior to the first sale of securities in this offering.
    Classify securities by type listed in Part C-Question 1.

       Type of offering                                                                 Type of  Dollar Amount
                                                                                        Security     Sold

         Rule 505 .....................................................................                   $
         Regulation A .................................................................                   $
         Rule 504    .................................................................. Equity            $10,500
              Total ................................................................... Equity            $10,500

4.a. Furnish a statement of all expenses in connection with the issuance and
     distribution of the securities in this offering. Exclude amounts relating
     solely to organization expenses of the issuer. The information may be given
     as subject to future contingencies. If the amount of an expenditure is not
     known, furnish an estimate and check the box to the left of the estimate.

Transfer Agent's Fees       .................................................................[ ]  $
Printing and Engraving Costs ................................................................[ ]  $
 Legal Fees .................................................................................[x]  $ 2,000
Accounting Fees .............................................................................[ ]  $
Engineering Fees ............................................................................[ ]  $
Sales Commissions (Specify finder's fees separately) ........................................[ ]  $
Other Expenses (identify) ...................................................................[ ]  $
         Total ..............................................................................[x]  $ 2,000

4 of 8

C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS

b. Enter the difference between the aggregate offering price given in response to Part C-Question I and total expenses furnished in response to Part C-Question 4.a. This difference is the "adjusted gross proceeds to the issuer $23,000

5. Indicate below the amount of the adjusted gross proceeds to the issuer used or proposed to be used for each of the purposes shown. If the amount for any purpose is not known, furnish an estimate and check the box to the left of the estimate. The total of the payments listed must equal the adjusted gross proceeds to the issuer set forth in response to Part C-Question 4.b. above.

                                                                                        Payments to
                                                                                          Officers
                                                                                        Directors, &      Payments to
                                                                                         Affiliates         Others
Salaries and fees ......................................................................[ ] $             [ ] $

Purchase of real estate.................................................................[ ] $             [ ] $

Purchase, rental or leasing and installation of machinery and equipment.................[ ] $             [ ] $

Construction or leasing of plant buildings and facilities...............................[ ] $             [ ] $

Acquisition of other businesses (including the value of securities involved in
this offering that may be used in exchange for the assets or securities of
another issuer
pursuant to a merger ...................................................................[ ] $             [ ] $

Repayment of indebtedness. .............................................................[ ] $             [ ] $

Working capital.........................................................................[ ] $             [x] $23,000

Other (specify) ........................................................................[ ] $             [ ] $

Column Totals. .........................................................................[ ] $             [ ] $

Total Payments Listed (column totals added) ...................................................... [x] $23,000

D. FEDERAL SIGNATURE

The issuer has duly caused this notice to be signed by the undersigned duly authorized person. If this notice is filed under Rule 505, the following signature constitutes an undertaking by the issuer to furnish to the U.S. Securities and Exchange Commission, upon written request of its staff, the information furnished by the issuer to any non-accredited investor pursuant to paragraph (b) (2) of Rule 502. Issuer (Print or Type)

Issuer (Print or Type) Signature Date

Flexible Solutions International Inc.  /s/ Daniel B. 0 'Brien September 14, 1998

Name of Signer (Print or Type          Title of Signer (Print or Type)

Daniel B. O'Brien President

ATTENTION

Intentional misstatements or omissions of fact constitute federal criminal violations. (see is U.S.C. 1001.)

5 of 8

E. STATE SIGNATURE

1. Is any party described in 17 CFR 230.252 (c), W. (e) or (f) presently subject to any of the disqualification provisions of such rule?
[ ] Yes [x] No

See Appendix, Column 5, for state response.

2. The undersigned issuer hereby undertakes to furnish to any state administrator of any state in which this notice is Form D (17 CFR 239.500) at such times as required by state law.

3. The undersigned issuer hereby undertakes to furnish to the state administrators, upon written request, information furnished by the issuer to offerees.

4. The undersigned issuer represents that the issuer is familiar with the conditions that must be satisfied to be entitled to the Uniform Limited Offering Exemption (ULOE) of the state in which this notice is filed and understands that the issuer claiming the availability of this exemption has the burden of establishing that these conditions have been satisfied.

The issuer has read this notification and knows the contents to be true and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

Issuer (Print or Type) Signature Date

Flexible Solutions International Inc.  /s/ Daniel B. 0 'Brien September 14, 1998

Name of Signer (Print or Type)           Title of Signer (Print or Type)

Daniel B. O'Brien President

Instruction:
Print the name and title of the signing representative under his signature for the state portion of this form. One copy of every notice on Form D must be manually signed. Any copies not manually signed must be photocopies of the manually signed copy or bear typed or printed signatures.

6 of 8

Note: Pages 7 and 8 were not used


Exhibit 10.1

"TROPICAL FISH" DISTRIBUTION AGREEMENT

between

FLEXIBLE SOLUTIONS LTD and HELIOCOL LTD 2614 Queenswood Dr. 2577 Do Miniac Victoria, BC, Canada St Laurent, PQ, Canada

This agreement lays out the terms upon which Heliocol Canada earns and maintains exclusive distribution rights to the "Tropical Fish" swimming pool product manufactured by Flexible Flexible Solutions.

The geographic am covered by this agreement is North America excluding Mexico

Exclusive distribution is earned by paying for the first ardor of 60 000 "Tropical fish" in advance less the projected profit on this order which will be paid after successful delivery of the "fish". Exclusive distribution will be maintained in the event that Heliocol Canada meets the following sales performance levels.

In the year ending Feb. 28 1999 Heliocol Ltd. will order and pay for - 100 000 "fish"

In the year ending Feb. 29 2000 Heliocol Ltd. will order and pay for - 300 000 "fish"

In the year ending Feb. 28 2001 Heliocol Ltd. will order and pay for - 600 000 "fish"

A further three years of exclusive distribution can be maintained by:

In the year ending Feb. 28 2002 Heliocol Ltd. will order and pay for the larger of either A) 600 000 times 1.2 (720 000) or B) 1.2 times the number of "fish ordered and paid for in the year ending Feb 28 2001.

In the year ending Feb. 28 2003 Heliocol Ltd. will order and pay for a number of "fish" equal to the previous years total times 1.2.

In the year ending Feb. 29 2004 Heliocol Ltd. will order and pay for a number of "fish" equal to the previous year's total times 1.2.


2

SALE OF FLEXIBLE SOLUTIONS LTD.

In the event that Flexible Solutions is sold the following must be part of the sales contract.

1. A first refusal at the same price is granted to Heliocol Canada.

2. Heliocol Canada's exclusive distribution contract with Flexible Solutions shall, be binding on the new owner(s).

3. Heliocol Canada has a veto over a proposed sale to an entity Heliocol Canada reasonably believes may have intent to discontinue "Tropical Fish" sales.

4. Heliocol Canada will sell it's veto for a reasonable premium arrived at by a mutually agreed upon mediator.

SALE OF "THE EXCLUSIVE DISTRIBUTORSHIP OF TROPICAL FISH" BY HELIOCOL CANADA LTD

1. A first refusal at the same price is granted to Flexible Solutions.

2. Heliocol Canada's sales performance minimums are binding on the new owner.

3. The buyer of the exclusive distribution rights must advance to Flexible Solutions $1.00 US for each "fish" which must be bought that year in order to maintain the distribution agreement in good standing, These monies will be credited to future orders of "tropical fish" at a rate of $1.00 US per fish as the orders are made.

NEW SWIMMING POOL PRODUCTS DEVELOPED BY FLEXIBLE S

It is agreed that Flexible Solutions will offer distribution rights on new products it may develop for swimming pools to Heliocol Canada for the same area as for "tropical fish" if sales performance by Heliocol is current as per this agreement.

FOR: HELIOCOL CANADA LTD.                          FOR: FLEXIBLE SOLUTIONS LTD.

         /s Ken Tait                               /s Dan O'Brien
         --------------------------------          -----------------------
         Ken Tait, President                       Dan O'Brien, President


         Date  June 1, 1998                        Date  05/07/98


Exhibit 21

Subsidiary

Flexible Solutions Ltd.


ARTICLE 5
This schedule contains summary financial information extracted from the financial statements of Flexible Solutions International Inc. which are included in its Registration Statement, Form 10-SB for the fiscal year ended December 31, 1999 and is qualified in its entirety by reference to such financial statements.


PERIOD TYPE YEAR
FISCAL YEAR END DEC 31 1999
PERIOD END DEC 31 1999
CASH 59,441
SECURITIES 0
RECEIVABLES 112,839
ALLOWANCES 0
INVENTORY 136,560
CURRENT ASSETS 309,360
PP&E 49,782
DEPRECIATION 12,764
TOTAL ASSETS 359,142
CURRENT LIABILITIES 103,226
BONDS 0
PREFERRED MANDATORY 0
PREFERRED 0
COMMON 9,131
OTHER SE 246,785
TOTAL LIABILITY AND EQUITY 359,142
SALES 759,218
TOTAL REVENUES 759,218
CGS 413,849
TOTAL COSTS 589,062
OTHER EXPENSES 0
LOSS PROVISION 0
INTEREST EXPENSE 0
INCOME PRETAX 170,156
INCOME TAX 67,308
INCOME CONTINUING 102,848
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET INCOME 102,848
EPS BASIC 0.01
EPS DILUTED 0.01