SCHEDULE 14A

                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
                                (Amendment No. 1)



Filed by the Registrant    [X]

Filed by Party other than the Registrant    [  ]

Check the appropriate box:

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


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

                    William T. Hart - Attorney for Registrant
             ------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):

[ ] $500 per  each  party  to the  controversy  pursuant  to  Exchange  Act Rule
    14a-6(i)(3)

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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    2) Aggregate number of securities to which transaction applies:

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

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

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






                     Flexible Solutions International, Inc.
                              615 Discovery Street
                              Victoria, BC, V8T 5G4
                                 (250) 477-9969

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD AUGUST 25, 2011
To the Shareholders:

     Notice is hereby  given that the  annual  meeting  of the  shareholders  of
Flexible Solutions  International,  Inc. ("Flexible  Solutions") will be held at
the offices of the Company,  located at 615 Discovery St., Victoria,  BC V8T 5G4
on August 25, 2011, at 6:00 p.m., for the following purposes:

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

     (2) to ratify an option  granted to Daniel  O'Brien  which  would allow Mr.
O'Brien to purchase  150,000 shares of the Company's  common stock at a price of
$1.50 per share.  Each option  would allow Mr.  O'Brien to purchase one share of
the  Company's  common  stock.  Options  to  purchase  30,000  shares  would  be
exercisable on December 31, 2011, December 31, 2012, December 31, 2013, December
31, 2014 and December 31, 2015. All options expire on January 1, 2016;

     (3) to ratify an option granted to Dr. Robert O'Brien which would allow Dr.
O'Brien to purchase  30,000 shares of the  Company's  common stock at a price of
$1.50 per share.  Each option  would allow Dr.  O'Brien to purchase one share of
the  Company's  common  stock.  Options  to  purchase  10,000  shares  would  be
exercisable  on December 31, 2011,  December 31, 2012 and December 31, 2013. All
options expire on January 1, 2016;

     (4) to ratify an option  granted to John  Bientjes  which  would  allow Mr.
Bientjes to purchase  5,000 shares of the  Company's  common stock at a price of
$1.50 per share at any time after  December 31, 2011 and on or before January 1,
2016;

     (5) to ratify an option granted to Dale Friend which would allow Ms. Friend
to purchase  5,000 shares of the Company's  common stock at a price of $1.50 per
share at any time after December 31, 2011 and on or before January 1, 2016;

     (6) to ratify an option granted to Eric Hodges which would allow Mr. Hodges
to purchase  5,000 shares of the Company's  common stock at a price of $1.50 per
share at any time after December 31, 2011 and on or before January 1, 2016;

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

                                       2


     (8) to approve on an advisory basis, the frequency of advisory votes on the
compensation of the Company's executive officers and

     (9) to ratify  appointment of Meyers,  Norris,  Penny, LLP as the Company's
independent  registered  public  accounting  firm  for the  fiscal  year  ending
December 31, 2011;

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

     July 22,  2011 is the record  date for the  determination  of  shareholders
entitled to notice of and to vote at such meeting.  Shareholders are entitled to
one vote for each share held. As of July 22, 2011 there were  13,169,991  issued
and outstanding shares of the Company's common stock.

                                    FLEXIBLE SOLUTION INTERNATIONAL, INC.


 July 15, 2011                      Daniel O'Brien
                                    President


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

                                       3


                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                                615 Discovery St
                              Victoria, BC V8T 5G4
                                 (250) 477-9969

                                 PROXY STATEMENT


     The accompanying  proxy is solicited by the Company's  directors for voting
at the annual  meeting of  shareholders  to be held on August 25, 2011,  at 6:00
p.m., and at any and all adjournments of such meeting.  If the proxy is executed
and  returned,  it  will  be  voted  at  the  meeting  in  accordance  with  any
instructions,  and if no  specification is made, the proxy will be voted for the
proposals  set  forth  in the  accompanying  notice  of the  annual  meeting  of
shareholders.  Shareholders  who  execute  proxies  may revoke  them at any time
before they are voted,  either by writing to the  Company at the  address  shown
above or in person at the time of the  meeting.  Additionally,  any later  dated
proxy  will  revoke a  previous  proxy  from the same  shareholder.  This  proxy
statement was posted on the Company's website prior to July 22, 2011.

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

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

PRINCIPAL SHAREHOLDERS

     The following  table lists, as of July 22, 2011, the  shareholdings  of (i)
each person owning  beneficially  5% or more of the Company's  common stock (ii)
each officer and director of the Company and (iii) all officers and directors as
a group. Unless otherwise  indicated,  each owner has sole voting and investment
powers over his shares of common stock.

                                       4


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

Daniel B. O'Brien                      4,521,900                34.3%
2614 Queenswood Dr.
Victoria, BC V8N 1X5

Dr. Robert N. O'Brien                  1,775,000                13.5%
2614 Queenswood Dr.
Victoria, BC
Canada  V8N 1X5

John Bientjes                             35,000                 0.3%
#1-230 West 13th Street,
North Vancouver, B.C.
Canada  V7M 1N7

Dale Friend                               20,000                 0.2%
3009 E. Kent Ave.
Vancouver, BC
Canada  V5S 4P6

Eric Hodges                               20,000                 0.2%
#110 - 4252 Commerce Circle
Victoria, BC
Canada  V8Z 4M2

All Officers and Directors             6,371,900                48.5%
as a Group (5 persons)


(1)  Includes shares which may be acquired on the exercise of the stock options
     listed below, all of which were exercisable as of July 22, 2011.

                                       5



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

   John Bientjes               5,000           $3.60      December 18, 2012
                               5,000           $3.60      January 31, 2013
                               5,000           $2.25      January 1, 2014
                               5,000           $1.50      December 31, 2014

   Dale Friend                 5,000           $3.60      December 18, 2012
                               5,000           $3.60      January 31, 2013
                               5,000           $2.25      January 1, 2014
                               5,000           $1.50      December 31, 2014

   Eric Hodges                 5,000           $3.60      December 18, 2012
                               5,000           $3.60      January 31, 2013
                               5,000           $2.25      January 1, 2014
                               5,000           $1.50      December 31, 2014


ELECTION OF DIRECTORS

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

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

     All of the Company's  directors  have served as directors for a significant
period of time. Consequently,  each director's long-standing experience with the
Company benefits both the Company and its shareholders.  In addition,  both Dale
Friend and Eric  Hodges  have  accounting  experience  which  benefits  both the
Company and its shareholders.

                                       6


     Information concerning the Company's officers and directors follows:

      Name                              Age         Position
      ----                              ---         --------

      Daniel B. O'Brien                 55          President, Director
      Dr. Robert N. O'Brien             90          Director
      John H. Bientjes                  58          Director
      Dale Friend                       56          Director
      Eric Hodges                       68          Director


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

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

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

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

     Dale Friend has been a director of the Company since December 2002. She has
a diversified  background in the area of accounting  and her experience has been
primarily in business, offering a wide range of accounting knowledge. Ms. Friend
has worked for a number of companies in their accounting departments,  including
Novas Capital Corp.  and DB Perks &  Associates.  She is currently  working as a
Contract Accountant for Monexa Solutions as well as Delcor Holdings. Monexa is a

                                       7


leader in flexible  subscription billings and recurring payments and Delcor is a
privately held investment company.

     Eric Hodges has been a director of the Company since  September  2004.  Mr.
Hodges is an accountant  from Victoria who has over three decades of experience.
He received his financial education from the University of Washington in Seattle
where he played for the Huskies football  program.  Mr. Hodges continued playing
football after college,  with a successful,  multiyear  professional career with
the British  Columbia Lions of the Canadian  Football  League.  In the past five
years,  Mr.  Hodges  has owned  and  operated  Eric G.  Hodges &  Associates,  a
Victoria-based accounting firm with both Canadian and U.S. clientele. Mr. Hodges
is extremely  familiar with both Canadian and United States  generally  accepted
accounting  principles  ("GAAP"),  since  he  has  clients  in  both  countries.
Furthermore,  his wide  range of  experience  with  small  and  quickly  growing
companies is an asset to the board of directors.

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

     The  Company's  Board of Directors met on three  occasions  during the year
ended December 31, 2010. All of the Directors, except Eric Hodges, attended each
of these meetings either in person or by telephone  conference  call. Mr. Hodges
did not attend any of these  meetings  Mr.  Hodges was  available  for  informal
consultation with all directors when needed.

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

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

     John Bientjes,  Dale Friend,  and Eric Hodges are independent  directors as
that term is defined in section 803 of the listing standards of the NYSE Amex.

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

     The  Company  does not have  any  policy  regarding  the  consideration  of
director  candidates  recommended by shareholders  since a shareholder has never
recommended a nominee to the board of directors. However, the Company's board of
directors  will consider  candidates  recommended by  shareholders.  To submit a
candidate  for the board of  directors  the  shareholder  should  send the name,
address  and  telephone  number of the  candidate,  together  with any  relevant

                                       8


background  or  biographical  information,  to  the  Company's  Chief  Executive
Officer,  at the address  shown on the cover page of this proxy  statement.  The
board has not established any specific  qualifications  or skills a nominee must
meet to serve as a  director.  Although  the board does not have any process for
identifying and evaluating  director nominees,  the board does not believe there
would be any  differences  in the manner in which the board  evaluates  nominees
submitted by shareholders as opposed to nominees  submitted by any other person.
There have been no material  changes to the procedures by which security holders
may recommend nominees to the Company's board of directors during the past three
years.

     The Company does not have a policy with regard to board member's attendance
at annual  meetings.  All board  members,  with the exception of Eric Hodges and
John Beintjes,  attended the last annual shareholder's  meeting held on December
29, 2010.

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

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

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

     If a violation of the code of ethics act is  discovered  or  suspected,  an
officer of the Company must (anonymously, if desired) send a detailed note, with
relevant documents, to the Company's Audit Committee, c/o Eric Hodges, #110-4252
Commerce Circle, Victoria, British Columbia, V8Z 4M2.

Executive Compensation

     The following  table shows in summary form the  compensation  earned by (i)
the Company's  Principal  Executive and Financial Officer and (ii) by each other
executive  officer of the Company  who earned in excess of  $100,000  during the
fiscal year ended December 31, 2010.

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

Daniel B. O'Brien    2010  $175,624                                   $175,624

                                       9


President, Principal 2009  $177,000   --      --      --        --     177,000
Executive and
Financial Officer

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

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

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

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

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

Stock Option Program

     The Company's Stock Option Program  involves the issuance of options,  from
time to time, to the Company's employees,  directors,  officers, consultants and
advisors.  Options are granted by means of individual  option  agreements.  Each
option agreement  specifies the shares issuable upon the exercise of the option,
the exercise  price,  the expiration  date and other terms and conditions of the
option.

     If the option holder is an employee, and if he or she ceases to be employed
by the  Company,  the option  holder  may,  during the 30-day  period  following
termination  of  employment,  exercise  the  option to the extent the option was
exercisable on the date of termination.  In the case of death or disability, the
option holder (or his or her  administrator)  has twelve months from the date of
death or  disability  to  exercise  the  option to the  extent  the  option  was
exercisable on the date of death or disability.

     The  options  are subject to  adjustment  by reason of a  recapitalization,
reclassification,   stock  split,  combination  of  shares,  dividend  or  other
distribution payable in capital stock. Upon a merger,  liquidation,  dissolution
or other  consolidation,  the  Company  will  provide  each  option  holder with
one-months'  prior written notice informing the option holder that he or she may
exercise the option in full (to the extent it has not been previously exercised)
within the one-month  period.  Following the expiration of the one month period,
the options will terminate.

     The options may not be  transferred,  assigned,  pledged or hypothecated in
any way  (except  by  will  or the  laws of  descent)  and  are not  subject  to
execution, attachment or similar process.

     All of the options  granted  have terms of between one and five years after
the date of grant and reflect  exercise prices equal to the fair market value of
a share of the Company's  common stock,  as determined by the Company's board of
directors on the date of grant.  All of the options contain  vesting  provisions
pursuant  to which the options are fully  exercisable  within a fixed  number of
months after the date of grant.

                                       10


     All option grants to the Company's  officers and directors  during a fiscal
year are  submitted  for  shareholder  approval at the next  annual  shareholder
meeting. To date, the Company's shareholders have approved all of the grants.

     The  following  table  shows the  weighted  average  exercise  price of the
outstanding options granted pursuant to the Company's Stock Option Program as of
December 31, 2010:


                                                                  Number of
                                                                  Securities
                                                                 Remaining
                            Number of                           Available for
                          Securities to                        Future Issuance
                        be Issued Upon    Weighted-Average          Under
                          Exercise of    Exercise Price of   Equity Compensation
                         Outstanding        Outstanding        Plans (Excluding
                           Options,          Options,             Securities
                         Warrants and      Warrants and           Reflected
 Plan Category              Rights            Rights            in Column (a))
 -------------           --------------   -----------------  -------------------
                             (a)               (b)                  (c)

 Stock Option Program     1,836,700            $3.03           Not Applicable
                          ---------            -----
                          1,836,700            $3.03
                          =========            =====


     As of July 22, 2011 options to purchase  1,060,700  shares of the Company's
common stock were outstanding under the Stock Option Program. The exercise price
of these options varies between $1.50 and $3.60 per share. The options expire at
various dates between December 18, 2012 and January 1, 2016.

     The following  table shows as of July 22, 2011,  the options held by Daniel
B. O'Brien,  the only officer named in the Executive  Compensation table. During
the year ended December 31, 2010 Mr. O'Brien was not granted any options and Mr.
O'Brien did not exercise any options.

                              Shares Underlying
                         Unexercised Options Which Are:            Expiration
 Name                    Exercisable    Unexercisable     Price       Date
 ----                    -----------    -------------     ------   ----------

 Daniel O'Brien              --              --             --         --

Director Compensation

     The Company  reimburses  directors  for any expenses  incurred in attending
board meetings.  With the exception of Dr. O'Brien, the Company also compensates
directors  $2,000  annually  and at times grants  directors  options to purchase
shares of common stock each year that they serve.

     The Company's directors received the following compensation during the year
ended December 31, 2010:

                                       11



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

Dr. Robert N. O'Brien            --                --                 --
John H. Bientjes             $2,000                --             $2,178
Dale Friend                  $2,000                --             $2,178
Eric Hodges                  $2,000                --             $2,178

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

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

The terms of outstanding options held by the Company's directors as of July 22,
2011 are shown below.

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

John H. Bientjes            $3.60                5,000        December 18, 2012
John H. Bientjes            $3.60                5,000        January 31, 2013
John H. Bientjes            $2.25                5,000        January 1, 2014
John H. Bientjes            $1.50                5,000        December 31, 2014
Dale Friend                 $3.60                5,000        December 18, 2012
Dale Friend                 $3.60                5,000        January 31, 2013
Dale Friend                 $2.25                5,000        January 1, 2014
Dale Friend                 $1.50                5,000        December 31, 2014
Eric Hodges                 $3.60                5,000        December 18, 2012
Eric Hodges                 $3.60                5,000        January 31, 2013
Eric Hodges                 $2.25                5,000        January 1, 2014
Eric Hodges                 $1.50                5,000        December 31, 2014

Compensation Committee

     The Company's Compensation Committee consists of John Bientjes, Dale Friend
and Eric Hodges,  all of whom are independent as that term is defined in Section
803 of the listing standards of the NYSE AMEX.

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

     During the year ended  December  31, 2010 the  Compensation  Committee  met
once. All members of the Compensation Committee attended this meeting.

                                       12



     During the year ended December 31, 2010,  Daniel B. O'Brien,  the Company's
only executive  officer,  did not participate in  deliberations of the Company's
Compensation  Committee  concerning executive officer  compensation.  During the
year ended  December 31, 2010,  no director of the Company was also an executive
officer of another entity, which had an executive officer of the Company serving
as a director of such  entity or as a member of the  Compensation  Committee  of
such entity.

     During the year ended  December  31,  2010,  no director of the Company was
also an  executive  officer of another  entity,  which had one of our  executive
officers serving as a director of such entity or as a member of the compensation
committee of such entity.

     The following is the report of the Compensation Committee:

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

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

Audit Committee

     The Company's  Audit Committee  consists of John Bientjes,  Dale Friend and
Eric Hodges, all of whom and have strong financial  backgrounds.  The purpose of
the Audit  Committee  is to review and approve the  selection  of the  Company's
auditors  and review  the  Company's  financial  statements  with the  Company's
independent  registered  public accounting firm. The Audit Committee also serves
as an  independent  and  objective  party to  monitor  the  Company's  financial
reporting  process and  internal  control  systems.  The Audit  Committee  meets
periodically with management and the Company's independent auditors.  Mr. Hodges
is the audit committee's financial expert.

     During the fiscal year ended  December 31, 2010,  the Audit  Committee  met
four times. All members of the Audit Committee attended these meetings.

                                       13


    The following is the report of the Audit Committee:

(1)      The Audit Committee reviewed and discussed the Company's audited
         financial statements for the year ended December 31, 2010 with the
         Company's management.

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

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

(4)      Based on the review and discussions referred to above, the Audit
         Committee recommended to the Board of Directors that the audited
         financial statements be included in the Company's Annual Report on Form
         10-K for the year ended December 31, 2010 for filing with the
         Securities and Exchange Commission.

(5)      During the year ended December 31, 2010 the Company paid Meyers Norris
         Penny LLP, the Company's independent registered public accounting firm,
         audit and audit related fees of $63,185 for professional services
         rendered for the audit of the Company's annual financial statements and
         the reviews of the financial statements included in the Company's 10-Q
         reports for the fiscal year and all regulatory filings. The Audit
         Committee is of the opinion that these fees are consistent with
         maintaining its independence from the Company.

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

                                  John Bientjes
                                   Dale Friend
                                   Eric Hodges

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

PROPOSAL TO RATIFY STOCK OPTION GRANT TO DANIEL O'BRIEN

     Shareholders  are being requested to vote on the  ratification of an option
grant to Daniel O'Brien,  an officer and a director of the Company.  The purpose
of the option grant is to furnish additional  compensation and incentives to Mr.
O'Brien.

     If ratified,  the option would allow Mr. O'Brien to purchase 150,000 shares
of the Company's  common stock at a price of $1.50 per share.  Each option would
allow Mr. O'Brien to purchase one share of the Company's  common stock.  Options
to purchase  30,000 shares are  exercisable  on December 31, 2011,  December 31,
2012,  December 31, 2013,  December 31, 2014 and December 31, 2015.  All options
expire on January 1, 2016.

                                       14


PROPOSAL TO RATIFY STOCK OPTION GRANT TO DR. ROBERT O'BRIEN

     Shareholders  are being requested to vote on the  ratification of an option
grant to Dr.  Robert  O'Brien,  a director  of the  Company.  The purpose of the
option  grant  is to  furnish  additional  compensation  and  incentives  to Dr.
O'Brien.

     If ratified,  the option would allow Dr. O'Brien to purchase  30,000 shares
of the Company's  common stock at a price of $1.50 per share.  Each option would
allow Dr. O'Brien to purchase one share of the Company's  common stock.  Options
to purchase  10,000 shares are  exercisable  on December 31, 2011,  December 31,
2012 and December 31, 2013. All options expire on January 1, 2016.

PROPOSAL TO RATIFY STOCK OPTION GRANT TO JOHN BIENTJES

     Shareholders  are being requested to vote on the  ratification of an option
grant to John  Bientjes,  a director of the  Company.  The purpose of the option
grant is to furnish additional compensation and incentives to Mr. Bientjes.

     If ratified,  the option would allow Mr.  Bientjes to purchase 5,000 shares
of the  Company's  common stock at an exercise  price of $1.50 at any time after
December 31, 2011 and on or before January 1, 2016.

PROPOSAL TO RATIFY STOCK OPTION GRANT TO DALE FRIEND

     Shareholders  are being requested to vote on the  ratification of an option
grant to Dale Friend, a director of the Company. The purpose of the option grant
is to furnish additional compensation and incentives to Ms. Friend.

     If ratified,  the option would allow Ms. Friend to purchase 5,000 shares of
the  Company's  common  stock at an  exercise  price of $1.50 at any time  after
December 31, 2011 and on or before January 1, 2016.

PROPOSAL TO RATIFY STOCK OPTION GRANT TO ERIC HODGES

     Shareholders  are being requested to vote on the  ratification of an option
grant to Eric Hodges, a director of the Company. The purpose of the option grant
is to furnish additional compensation and incentives to Mr. Hodges.

     If ratified,  the option would allow Mr. Hodges to purchase 5,000 shares of
the  Company's  common  stock at an  exercise  price of $1.50 at any time  after
December 31, 2011 and on or before January 1, 2016.

                                       15


ADVISORY VOTE ON EXECUTIVE COMPENSATION

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

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

          "RESOLVED,  that the Company's  shareholders  approve, on a nonbinding
          advisory basis, the compensation of the Company's  executive officers,
          as  disclosed in the  Company's  Proxy  Statement  for the 2011 Annual
          Meeting of Shareholders pursuant to the compensation  disclosure rules
          of the  Securities  and  Exchange  Commission,  including  the Summary
          Compensation   Table  and  the  other  related  tables  and  narrative
          disclosure in the Company's proxy statement."

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

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

ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

     The Dodd-Frank Act also enables the Company's  shareholders to indicate how
frequently the Company should seek an advisory vote on the  compensation  of the
Company's  executive  officers.  Shareholders,  may  indicate  on  a  nonbinding
advisory  basis  whether  an  advisory  vote on  compensation  of the  Company's
executive officers is held every one, two, or three years.

     The option of one year,  two years or three years that receives the highest
number of votes cast by the shareholders  will be the frequency for the advisory
vote on  executive  compensation  that has been  selected  by the  shareholders.
However,  because  this vote is  advisory  and not binding on the Company in any
way,  the  Company's  Board  of  Directors  may  decide  that it is in the  best
interests of the Company's shareholders and the Company to hold an advisory vote
on executive  compensation  more or less  frequently than the option approved by
the shareholders.

     The Board of Directors recommends that the shareholders of the Company cast
a vote of "1 Year" on the  frequency  of holding an advisory  vote on  executive
compensation.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Board of Directors has selected Meyers,  Norris,  Penny, LLP, (formerly
named  Cinnamon  Jang  Willoughby & Company) an  independent  registered  public

                                       16


accounting  firm,  to audit the books and  records of the Company for the fiscal
year ending  December 31, 2011.  Meyers,  Norris,  Penny served as the Company's
independent registered public accounting firm for the fiscal year ended December
31, 2010. A representative of Meyers,  Norris,  Penny, is expected to be present
at the shareholders' meeting.

     Since the Company did not engage  Meyers,  Norris,  Penny until March 2010,
Meyers,  Norris, Penny did not bill the Company for any services during the year
ended  December  31,  2009.  Amounts  listed below for 2009 are for the formerly
named Cinnamon Jang Willoughby & Company.

     The following  table shows the aggregate  fees billed to the Company during
the years ended  December 31, 2010 and 2009 by Meyers Norris Penny LLP (formerly
Cinnamon Jang Willoughby):

                                                 Year  Ended December 31,
                                                2010                2009
                                                ----                ----

Audit Fees                                    $55,809             $51,596
Audit-Related Fees                             $7,376              $7,130
Tax Fees                                       $9,706             $28,143
All Other Fees                                     --                  --

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

                  AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

     The Company's  Annual Report on Form 10-K for the year ending  December 31,
2010 will be sent to any shareholder of the Company upon request. Requests for a
copy of this  report  should be  addressed  to the  Company's  Secretary  at the
address provided on the first page of this proxy statement.

                              SHAREHOLDER PROPOSALS

     Any  shareholder  proposal  which may  properly  be  included  in the proxy
solicitation  material  for the annual  meeting of  shareholders  following  the
Company's  year ending  December  31,  2011 must be  received  by the  Company's
Secretary no later than March 31, 2012.

                                       17


                                     GENERAL

     The  cost  of   preparing,   printing  and  mailing  the  enclosed   proxy,
accompanying notice and proxy statement,  and all other costs in connection with
solicitation  of proxies will be paid by the Company  including  any  additional
solicitation  made by  letter,  telephone  or email.  Failure  of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to  additional  expense.  The  Company's  annual  report,   including  financial
statements  for the 2010 fiscal year,  is available  at the  Company's  website:
www.flexiblesolutions.com.

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

     Please complete, sign and return the attached proxy promptly.

                                       18


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

 The undersigned stockholder of Flexible Solutions International, Inc.
 acknowledges receipt of the Notice of the Annual Meeting of Stockholders to be
 held August 25, 2011, at 6:00 p.m. local time, at the Company's offices located
 at 615 Discovery St, Victoria BC, V8T 5G4 and hereby appoints Daniel O'Brien
 with the power of substitution, as Attorney and Proxy to vote all the shares of
 the undersigned at said annual meeting of stockholders and at all adjournments
 thereof, hereby ratifying and confirming all that said Attorney and Proxy may
 do or cause to be done by virtue hereof. The above named Attorney and Proxy is
 instructed to vote all of the undersigned's shares as follows:

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

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


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

Nominees:   Daniel B. O'Brien     Dr. Robert N. O'Brien     John H. Bientjes
                           Dale Friend             Eric Hodges

(2)  To ratify an option  granted to Daniel  O'Brien which allows Mr. O'Brien to
     purchase  150,000 shares of the Company's  common stock at a price of $1.50
     per share.  Options to purchase  30,000 shares are  exercisable on December
     31,  2011,  December 31,  2012,  December  31, 2013,  December 31, 2014 and
     December 31, 2015. All options expire on January 1, 2016.

                     [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(3)  To ratify an option  granted to Dr. Robert O'Brien which allows Dr. O'Brien
     to purchase 30,000 shares of the Company's common stock at a price of $1.50
     per share.  Options to purchase  10,000 shares are  exercisable on December
     31, 2011,  December 31, 2012 and December 31, 2013.  All options  expire on
     January 1, 2016.

                     [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(4)  To ratify an option granted to John Bientjes  which allows Mr.  Bientjes to
     purchase 5,000 shares of the Company's common stock at a price of $1.50 per
     share at any time after  December  31, 2011 and on or before  December  31,
     2016.

                     [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(5)  To ratify an option  granted to Dale  Friend  which  allows  Ms.  Friend to
     purchase 5,000 shares of the Company's common stock at a price of $1.50 per
     share at any time after  December  31, 2011 and on or before  December  31,
     2016.

                     [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(6)  To ratify an option  granted to Eric  Hodges  which  allows  Mr.  Hodges to
     purchase 5,000 shares of the Company's common stock at a price of $1.50 per
     share at any time after  December  31, 2011 and on or before  December  31,
     2016.

                     [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(7)  To  approve  on an  advisory  basis,  the  compensation  of  the  Company's
     executive officers.

                     [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(8)  To approve on an advisory  basis,  the  frequency of advisory  votes on the
     compensation of the Company's  executive  officers.

              [ ] 1 YEAR    [ ] 2 YEARS    [ ] 3 YEARS    [ ] ABSTAIN

(9)  To ratify the appointment of Meyers,  Norris,  Penny,  LLP as the Company's
     independent  registered  public  accounting firm for the fiscal year ending
     December 31, 2011.

                     [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN


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

     THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEMS 1 THROUGH 7 AND 9 AND FOR "1 YEAR" ON PROPOSAL 8.

                               Dated this _____ day of  ________________  2011.


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


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


  Please sign your name exactly as it appears on your stock certificate. If
  shares are held jointly, each holder should sign. Executors, trustees, and
              other fiduciaries should so indicate when signing.
 Please Sign, Date and Return this Proxy so that your shares may be voted at
                                  the meeting.

           Send the proxy statement by regular mail, email, or fax to:
                     Flexible Solutions International, Inc.
                             Attn: Daniel B. O'Brien
                                615 Discovery St
                              Victoria, BC V8T 5G4
                               Phone: 250 477 9969
                                Fax: 250 477 9912
                       Email: damera@flexiblesolutions.com


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


     Important  Notice  Regarding the  Availability  of Proxy  Materials for the
Shareholder Meeting to Be Held on August 25, 2011.

1.   This notice is not a form for voting.

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

3.   The Proxy Statement,  Information Statement,  Annual Report to Shareholders
     is available at www.flexiblesolutions.com/investor/proxy.shtml

4.   If you want to receive a paper or email copy of these  documents,  you must
     request one. There is no charge to you for  requesting a copy.  Please make
     your request for a copy as instructed  below on or before August 1, 2011 to
     facilitate timely delivery.

     The 2011 annual meeting of the Company's  shareholders  will be held at the
Company's offices located at 615 Discovery St.,  Victoria,  BC V8T 5G4 on August
25, 2011, at 6:00 p.m., for the following purposes:

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

     (2) to ratify an option  granted to Daniel  O'Brien  which  would allow Mr.
O'Brien to purchase  150,000 shares of the Company's  common stock at a price of
$1.50 per share.  Each option  would allow Mr.  O'Brien to purchase one share of
the Company's common stock. Options to purchase 30,000 shares are exercisable on
December 31, 2011,  December 31, 2012,  December 31, 2013, December 31, 2014 and
December 31, 2015. All options expire on January 1, 2016;

     (3) to ratify an option granted to Dr. Robert O'Brien which would allow Dr.
O'Brien to purchase  30,000 shares of the  Company's  common stock at a price of
$1.50 per share.  Each option  would allow Dr.  O'Brien to purchase one share of
the Company's common stock. Options to purchase 10,000 shares are exercisable on
December 31, 2011,  December 31, 2012 and December 31, 2013.  All options expire
on January 1, 2016;

     (4) to ratify an option  granted to John  Bientjes  which  would  allow Mr.
Bientjes to purchase  5,000 shares of the  Company's  common stock at a price of
$1.50 per share at any time after  December 31, 2011 and on or before January 1,
2016;


                                       1


     (5) to ratify an option granted to Dale Friend which would allow Ms. Friend
to purchase  5,000 shares of the Company's  common stock at a price of $1.50 per
share at any time after December 31, 2011 and on or before January 1, 2016;

     (6) to ratify an option granted to Eric Hodges which would allow Mr. Hodges
to purchase  5,000 shares of the Company's  common stock at a price of $1.50 per
share at any time after December 31, 2011 and on or before January 1, 2016;

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

     (8) to approve on an advisory basis, the frequency of advisory votes on the
compensation of the Company's executive officers and

     (9) to ratify  appointment of Meyers,  Norris,  Penny, LLP as the Company's
independent  registered  public  accounting  firm  for the  fiscal  year  ending
December 31, 2011;

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

     The Board of Directors  recommends that shareholders vote FOR all directors
and  proposals  1-7 and 9 and FOR "1 year" on proposal 8 listed on the Notice of
Annual Meeting of Shareholders.

     July 22,  2011 is the record  date for the  determination  of  shareholders
entitled  to notice of and to vote at such  meeting.  Shareholders  may cast one
vote for each share held.

    Shareholders may access the following documents at
www.flexiblesolutions.com/investor/proxy.hstml:

          o    Notice of the 2011 Annual Meeting of Shareholders
          o    Company's 2011 Proxy Statement;
          o    Company's  Annual Report on form 10-K for the year ended December
               31, 2010;

o     Proxy Card

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

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

If you have a stock certificate registered in your name, or if you have a proxy
from a shareholder of record on July 22, 2011, you can, if desired, attend the
Annual Meeting and vote in person. Shareholders can obtain directions to the
2011 annual shareholders' meeting at
www.flexiblesolutions.com/investor/proxy.shtml.

                                       2


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

                     Flexible Solutions International, Inc.
                              615 Discovery Street
                           Victoria, British Columbia,
                                 Canada V8T 5G4

                                       3