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

                                  SCHEDULE 14A

                    PROXY STATEMENT PURSUANT TO SECTION 14(A)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

[X]  Filed by the Registrant
[ ]  Filed by a Party other than the Registrant [ ]

                           Check the appropriate Box:

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

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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:

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         3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing is calculated and state how it was determined.):

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         5) Total Fee Paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

         1) Amount Previously Paid:

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         2) Form, Schedule or Registration Statement No.:

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                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

                        NOTICE OF ANNUAL GENERAL MEETING

    Notice is hereby given that the 8th Annual General Meeting of Flexible
    Solutions International, Inc. will be held:

             AT 6:00PM ON THURSDAY THE 26TH OF JUNE 2008 AT THE HEAD
                 OFFICE OF FLEXIBLE SOLUTIONS INTERNATIONAL INC.
                                615 DISCOVERY ST.
                           VICTORIA, BC V8T 5G4 CANADA


                                ORDINARY BUSINESS

                                    DIRECTORS
DIRECTORS

1.   Vote to  re-elect  the five (5)  directors  to the  Board of  Directors  in
     accordance with the Company's Constitution, for the upcoming year:

                A) Daniel B. O'Brien
                B) Dr. Robert O'Brien
                C) John H. Bientjes
                D) Dale Friend
                E) Eric Hodges

OPTIONS

2.   Vote to approve the  granting  of the  following  options to  officers  and
     directors:

          A)   John H. Bientjes 5,000 options to buy common shares with a strike
               price of  $3.60/share,  vesting on December 31, 2008 and expiring
               on January 31, 2013.

          B)   Dale  Friend  5,000  options to buy common  shares  with a strike
               price of  $3.60/share,  vesting on December 31, 2008 and expiring
               on January 31, 2013.

          C)   Eric  Hodges  5,000  options to buy common  shares  with a strike
               price of  $3.60/share,  vesting on December 31, 2008 and expiring
               on January 31, 2013.



OTHER BUSINESS

3. Transact  such other  business as may properly come before the meeting or any
adjournment or postponement thereof.


VOTING RIGHTS
Pursuant to the by-laws of the  Company,  the board of  Directors  has fixed the
close of business of the 8th of May, 2008 as the record date.  Holders of common
stock of record at this  date will be  entitled  to notice of and to vote at the
Annual Meeting or any adjournment or postponement  thereof. All stockholders are
cordially  invited to attend the Annual Meeting in person.  Each share of Common
Stock is entitled  to one  non-cumulative  vote on all matter that may  properly
come  before  the  meeting.  Stockholders  who are  unable to attend  the Annual
Meeting in person are  requested to complete and date the enclosed form of proxy
and vote their shares in person. Stockholders attending the meeting whose shares
are held in the name of a broker  or other  nominee  who  desire  to vote  their
shares at the  meeting  should  bring with them a proxy or letter from that firm
confirming their ownership of shares.

VOTE REQUIRED
A majority vote of the Company's  outstanding shares of common stock is required
to approve all matters presently scheduled to come before the meeting.  Assuming
that a quorum is obtained, a majority to those shares represented at the meeting
is necessary to approve the proposed matters.

PROXIES
Any  stockholder  may use a proxy if he/she is unable to attend  the  meeting in
person or wishes  to have  his/her  shares  voted by proxy  even if he/she  does
attend the meeting. Any proxy may be revoked by the person giving it at any time
before it is exercised by giving written notice to the secretary of the Company;
or  submitting  a proxy  bearing a late date;  or  appearing  at the meeting and
electing to vote in person.  Any stockholder  may solicit proxies in person,  by
mail, by telephone, or by facsimile. The person soliciting a proxy shall pay all
costs of solicitation.

ELECTION OF BOARD OF DIRECTORS
Pursuant  to the By-Laws of the Company  and the Nevada  Corporation  Laws,  the
number of  Directors  constituting  the Board of  Directors  of the  Company may
consist of one (1) to nine (9).  The  following  people have been  nominated  to
serve as Directors for the ensuing year:

                A) Daniel B. O'Brien
                B) Dr. Robert O'Brien
                C) John H. Bientjes
                D) Dale Friend
                E) Eric Hodges

MISCELLANEOUS
So far as the Board of Directors of the Company is aware,  no matters other than
those described in the Notice will be acted upon at the meeting.


                                      By Order of the Board
                                      Dated this 15th day of May, 2008

                                      /s/DANIEL B. O'BRIEN
                                      Daniel B. O'Brien
                                      President/CEO/Treasurer/Secretary/Director

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                     ANNUAL GENERAL MEETING -- JUNE 26, 2008

Flexible  Solutions  International,  Inc. (the  "Company")  will hold its Annual
General Meeting of  Shareholders at 6:00PM ON THURSDAY,  THE 26TH OF JUNE at the
offices of FLEXIBLE SOLUTIONS INTERNATIONAL INC. 615 DISCOVERY ST., VICTORIA, BC
V8T 5G4,  CANADA to consider  the items of the  attached  notice of  shareholder
meeting. All items on the attached notice are more fully described in this proxy
statement.

The only  securities  eligible to vote at the annual  meetings are the Company's
common shares.  Only  shareholders of record at the close of business on the 8th
of MAY,  2008 will be  eligible  to vote at the  annual  meeting.  On that date,
14,057,567 common shares entitled to give voting  instructions were outstanding.
Each  common  share and each  exchangeable  share not held by the Company or its
affiliates  entitles  the  holder  to  one  vote  at  the  annual  meeting.  Any
stockholder  may use a proxy if he/she is unable to attend the meeting in person
or wishes to have  his/her  shares voted by proxy even if he/she does attend the
meeting.  Any proxy may be revoked by the person giving it at any time before it
is  exercised by giving  written  notice to the  Secretary  of the  Company;  or
submitting a proxy bearing a late date; or appearing at the meeting and electing
to vote in person.  Any stockholder  may solicit proxies in person,  by mail, by
telephone, or by facsimile. The person soliciting a proxy shall pay all costs of
solicitation.

Under Nevada law and the  Company's  Articles of  Incorporation,  if a quorum is
present at the meeting:  (5) the five nominees for election as directors will be
elected  directors if the number of votes cast in favour the matter  exceeds the
number of votes cast against it.

In the election of directors,  any proposal by the Board of Directors,  or other
business,  if a shareholder  or broker  abstains from voting or fails to vote it
will have no effect on the  approval of the  proposal  because  abstentions  and
broker non-votes do not represent votes cast by shareholders.

The Company's  annual report to shareholders  for 2007 is being mailed with this
Proxy  Statement  to  shareholders  entitled to vote at the 2008 Annual  General
Meeting.

                                      615 Discovery Street, Victoria BC, V8T 5G4
Tel:  250.477.9969                                            Fax:  250.477-9912
                                                       WWW.FLEXIBLESOLUTIONS.COM

                      PROPOSAL NO. 1: ELECTION OF DIRECTORS

PROPOSAL NO. 1: ELECTION OF DIRECTORS
Pursuant  to the  By-Laws of the  Company  and the Nevada  Corporation  Laws the
number of  Directors  constituting  the Board of  Directors  of the  Company may
consist of one (1) to nine (9). All of the nominees  currently  are directors of
the Company elected by the shareholders.

Unless a shareholder  instructs otherwise on the proxy card, it is intended that
the shares  represented by properly signed proxies in the accompanying form will
be voted  for the  persons  nominated  by the Board of  Directors.  The Board of
Directors  anticipates that the listed nominees will be able to serve, but if at
the time of the meeting any nominee is unable or unwilling  to serve,  the proxy
holders may vote such shares at their discretion for a substitute nominee.

NOMINEES FOR ELECTION - TERMS EXPIRE IN 2008
Daniel B. O'Brien has been President and a Director of Flexible since June 1998.
He has been involved in the swimming  pool  industry  since 1990 when he founded
our  subsidiary,  Flexible  Solutions  Ltd.  which  was  purchased  by  Flexible
Solutions International,  Inc. in August 1998. From 1990 to 1998 Mr. O'Brien was
also a teacher at Brentwood College where he was in charge of outdoor education.

Dr.  Robert N.  O'Brien has been a member of the  Company's  Board of  Directors
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.

John H.  Bientjes  has been a member of our Board of  Directors  since  February
2000.  Mr.  Bientjes  has been the manager of the  Commercial  Aquatic  Supplies
Division  of D.B.  Perks &  Associates,  Ltd.,  located  in  Vancouver,  British
Columbia,  since 1984. The company 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 was  elected a Director in  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 is currently
working for Novas Capital Corp. with her main duties being accounting.  Previous
to that, she was an accounting  manager of DB Perks and Associates,  comptroller
for a Lock and  Security  firm in  Vancouver  and a  Senior  Trust  Analyst  for
Alderwoods Group,  formerly The Loewen Group.  Prior to that she was with Telus,
formerly  BC Tel,  for  almost a decade  in  various  accounting,  auditing  and
financial planning positions.

Eric Hodges was elected to the Board in September  2004. He is a Victoria  based
accountant  with  decades of  experience.  His  financial  education is 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 BC Lions of the Canadian Football League.
Eric is extremely familiar with both Canadian and US GAAP (generally  acceptable
accounting principles), since he has clients in both countries. Furthermore, his
wide range of experience  with small and quickly  growing  companies  will be an
asset to the Board

COMMITTEES: MEETINGS OF THE BOARD OF DIRECTORS
Nominating committee. There is no nominating committee.

The  Company  has  a  Compensation   Committee  and  an  Audit  Committee.   The
Compensation  Committee  and the  Audit  Committee  were  formed  in 2002.  John
Bientjes and Dr.  Robert  O'Brien  comprise  the  compensation  committee.  John
Bientjes,  Dale Friend and Eric Hodges are the Audit  Committee,  whereas 2 of 3
signatures are required.  The Compensation Committee recommends to the Board the
compensation  of executive  officers.  The Audit  Committee  serves as a liaison
between the Board and the Company's auditor. The Compensation Committee met once
during the fiscal  year ended Dec 31,  2007,  and the Audit  Committee  met four
times during the fiscal year ended Dec 31, 2007.


The Company's  Board of Directors  held one meeting during the fiscal year ended
Dec 31, 2007, at which time all the then  Directors were present or consented in
writing to the action taken at such  meetings.  No incumbent  Director  attended
fewer than 100% of said meetings.

AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors  consists of three directors,  all
of whom are  independent  directors.  The Audit  Committee  is  responsible  for
overseeing the Company's  financial  reporting process on behalf of the Board of
Directors.  Each year, the Audit Committee  recommends to the Board of Directors
the selection or retention of the Company's independent auditors.

Management  is  responsible  for  the  Company's  financial  statements  and the
financial  reporting  process,  including  internal  controls.  The  independent
auditors are  responsible  for performing an independent  audit of the Company's
consolidated   financial   statements  in  accordance  with  auditing  standards
generally  accepted in the United States and for issuing a report  thereon.  The
Audit Committee's responsibility is to monitor and oversee these processes.

In  this  context,  the  Audit  Committee  has  met and  held  discussions  with
management and Cinnamon,  Jang & Willoughby,  independent  auditors.  Management
represented  to the Audit  Committee that the Company's  consolidated  financial
statements  were prepared in accordance  with  accounting  principles  generally
accepted  in the  United  States,  and the  Audit  Committee  has  reviewed  and
discussed  the  consolidated   financial  statements  with  management  and  the
independent  auditors.  The Audit  Committee  discussed with  Cinnammon,  Jang &
Willoughby  the  matters  required  to be  discussed  by  Statement  on Auditing
Standards No. 61 (Communications with Audit Committees).  These matters included
a discussion of Cinnamon,  Jang & Willoughby's  judgments about the quality (not
just the  acceptability)  of the Company's  accounting  principles as applied to
financial reporting.

Cinnamon,  Jang & Willoughby  also provided the Audit Committee with the written
disclosures and letter required by Independence  Standards Board Standard No. 1.
(Independence  Discussions  with  Audit  Committees),  and the  Audit  Committee
discussed with Cinnamon, Jang & Willoughby, that firm's independence.

AUDIT FEES
Cinnamon  Jang  Willoughby  was paid  aggregate  fees of $55,484 for the for the
fiscal year ended December 31, 2007 for professional  services  rendered for the
audit of the Company's  annual  financial  statements and for the reviews of the
financial  statements  included  in  Company's  quarterly  reports on Form 10QSB
during these fiscal years.

AUDIT-RELATED FEES
CJW was paid $12,106 for the fiscal year ended  December 31, 2007 for  assurance
and  related  services  reasonably  related to the  performance  of the audit or
review of our financial statements.

TAX FEES
Cinnamon Jang  Willoughby  was paid aggregate fees of $2,176 for the fiscal year
ended December 31, 2007 for professional  services  rendered for tax compliance,
tax advice and tax planning.  The nature of these services were  calculation and
filing of 2006 income tax return.

OTHER FEES
Cinnamon Jang Willoughby was paid no other fees for professional services during
the fiscal year ended December 31, 2007.


Based upon the Audit Committee's  discussion with management and the independent
auditors and the Audit  Committee's  review of the  representation of management
and the  disclosures by the  independent  auditors to the Audit  Committee,  the
Audit Committee recommended to the Board of Directors that the Company's audited
financial  statements be included in the Company's  Annual Report on Form 10-KSB
for the fiscal year ended Dec 31, 2007, for filing with the U.S.  Securities and
Exchange Commission.

DIRECTORS' COMPENSATION
We have agreed to issue to our non-employee  directors options to purchase 5,000
shares of our common  stock  annually  for serving as a director.  However,  Dr.
Robert N.  O'Brien  will not  receive  director  options in any year in which he
receives  options for other  services.  We currently pay Dr. O'Brien  additional
options for assisting in research and  development and patent  prosecution.  The
amount of such options are  determined  annually by the board of directors  with
Dr. O'Brien abstaining from the vote on such matter. Dr. O'Brien was granted a a
series of options  totalling 250,000 share options with 50,000 vesting each year
over the next five years in 2006.  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.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based  solely  upon a  review  of the  copies  of  Forms  3 and 4 and 5  thereto
furnished  to the  Company,  or written  representations  that no annual  Form 5
reports were required,  the Company believes that all filing  requirements under
Section 16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act") applicable to its directors,  officers and any persons holding ten percent
(10%) or more of the  Company's  Common  Stock  were  made with  respect  to the
Company's fiscal year ended Dec 31, 2007.

SUMMARY COMPENSATION TABLE
The following table sets forth certain  information  about the compensation paid
or accrued to the person who was the Company's  chief  executive  officer during
the fiscal year ended December 31, 2007 (the "named executive officer").


                                ANNUAL COMPENSATION                        LONG TERM COMPENSATION AWARDS
                                                                        AWARDS                  PAYOUTS
                Year     Salary    Bonus      Other Annual     Restricted    Options       All           Other
                                              Compensation    Stock Awards   Awards        LTIP       Compensation
                                                                                          Payouts
                          ($)       ($)           ($)             ($)          ($)          ($)            ($)
                                                                              
Daniel O'Brien   2007   140,154      --            --              --              --         --             --
President, CEO   2006   150,109      --            --              --         340,217         --             --


*Mr. O'Brien was the only executive officer during the above years.

BENEFICIAL OWNERSHIP OF COMMON SHARES
SHAREHOLDINGS OF DIRECTORS AND EXECUTIVE OFFICERS

NAME                                  COMMON STOCK          PERCENTAGE

Daniel B. O'Brien (1)(2)(3)              4,891,900               34.6%
Dr. Robert N. O'Brien  (1)(2)(3)         1,970,000               13.9%
John H. Bientjes (1)(3)                     35,000                   *
Dale Friend  (1)(3)                         25,000                   *
Eric Hodges (1)(3)                          20,000                   *

All directors and officers
    as a group (5 persons)               6,941,900               48.5%

*  Less than 1%


(1)  Applicable  percentage  of  ownership  at March  15,  2008,  is based  upon
14,057,567  shares  of  Common  Stock  outstanding.   Beneficial   ownership  is
determined  in  accordance  with  the  rules  of  the  Securities  and  Exchange
Commission and includes voting and investment power with respect to shares shown
as  beneficially  owned.  Shares of Common Stock  subject to options or warrants
currently  exercisable  or  exercisable  within 60 days of March 15,  2008,  are
deemed  outstanding  for  computing the shares and  percentage  ownership of the
person  holding  such options or warrants,  but are not deemed  outstanding  for
computing the percentage ownership of any other person or entity.

(2) Address for this  shareholder is 2614 Queenswood  Drive,  Victoria,  BC, V8N
1X5, Canada.

(3) Includes  shares  which may be acquired on the exercise of stock  options as
follows.

DIRECTOR'S OPTIONS - EXERCISABLE

NAME                      NO. OF OPTIONS    EXERCISE PRICE     EXPIRATION DATE

Daniel B. O'Brien            50,000             $4.25        December 31, 2007
                             20,000             $3.60        December 31, 2008
                             50,000             $3.00        November 26, 2009
                            100,000             $3.25        January   5, 2011
                            100,000             $3.25        January   5, 2011
Dr. Robert N. O'Brien        25,000             $4.25        December 31, 2007
                             20,000             $3.60        December 31, 2008
                             25,000             $3.00        November 26, 2009
                             50,000             $3.25        January   5, 2011
                             50,000             $3.25        January   5, 2011
John H. Bientjes              5,000             $4.25        December 31, 2007
                              5,000             $3.60        December 31, 2008
                              5,000             $3.00        November 26, 2009
                              5,000             $3.25        January   5, 2011
                              5,000             $3.60        December 18, 2012
Dale Friend                   5,000             $4.25        December 31, 2007
                              5,000             $3.60        December 31, 2008
                              5,000             $3.00        December 26, 2009
                              5,000             $3.25        January   5, 2011
                              5,000             $3.60        December 18, 2012
Eric Hodges                   5,000             $3.60        December 31, 2008
                              5,000             $3.00        November 26, 2009
                              5,000             $3.25        January   5, 2011
                              5,000             $3.60        December 18, 2012

Below options are not exercisable until vesting date.
DIRECTOR'S OPTIONS - REQUIRING SHAREHOLDER APPROVAL



NAME                      NO. OF OPTIONS  EXERCISE PRICE     VESTING DATE       EXPIRATION DATE
                                                                    
Daniel B. O'Brien           100,000             $3.25      December 31, 2008    January 5, 2011
Daniel B. O'Brien           100,000             $3.25      Decmeber 31, 2009    January 5, 2011
Daniel B. O'Brien           100,000             $3.25      December 31, 2010    Janaury 5, 2011
Dr. Robert N. O'Brien        50,000             $3.25      December 31, 2008    January 5, 2011
Dr. Robert N. O'Brien        50,000             $3.25      Decmeber 31, 2009    January 5, 2011
Dr. Robert N. O'Brien        50,000             $3.25      December 31, 2010    Janaury 5, 2011
John H. Bientjes              5,000             $3.60      December 31, 2008    January 31, 2013
Dale Friend                   5,000             $3.60      December 31, 2008    January 31, 2013
Eric Hodges                   5,000             $3.60      December 31, 2008    January 31, 2013


% OF DIRECTOR'S OPTIONS BASED ON A TOTAL OF 1,995,440 OPTIONS OUTSTANDING

Daniel B. O'Brien                31.1%
Dr. Robert N. O'Brien            16.0%
John H. Bientjes                  2.0%
Dale Friend                       1.5%
Eric Hodges                       1.2%


OPTIONS EXERCISED BY OFFICERS AND DIRECTORS IN THE YEAR ENDED DEC 31, 2007

                           OPTIONS EXERCISED                  VALUE REALIZED
Dan O'Brien                        NIL                             NIL
Dr. Robert O'Brien                 NIL                             NIL
John Bientjes                      NIL                             NIL
Dale Friend                        NIL                             NIL
Eric Hodges                        NIL                             NIL


OWNERS OF MORE THAN 5%
We have no  knowledge  of any  shareholders  owning  more than 5% of the Company
stock.

PROPOSAL NO. 2:  RATIFICATION  OF OPTION  GRANTS TO OFFICERS AND  DIRECTORS
As a means of incentive and compensation,  the Company plans to grant options as
follows.  The Board of Directors  has agreed to issue the  directors who are not
also  employed by the Company  options to purchase  5,000 shares of common stock
annually  for serving as a director.  However,  Dr.  Robert N.  O'Brien will not
receive  director  options in any year in which he  receives  options  for other
services. Dr. Robert N. O'Brien will be paid in additional options for assisting
in research and development and patent  prosecution.  The amount of such options
is determined  annually by the Board of Directors with Dr. Robert N. O'Brien not
voting on such matter.

Daniel B. O'Brien: NIL

Dr. Robert N. O'Brien: NIL

John H.  Bientjes:  5,000  options to buy common  shares with a strike  price of
$3.60/share, vesting on December 31, 2008 and expiring on January 31, 2013.

Dale  Friend:  5,000  options  to buy  common  shares  with a  strike  price  of
$3.60/share, vesting on December 31, 2008 and expiring on January 31, 2013.

Eric  Hodges:  5,000  options  to buy  common  shares  with a  strike  price  of
$3.60/share, vesting on December 31, 2008 and expiring on January 31, 2013.


ORDINARY BUSINESS

PROPOSAL NO. 3: APPROVAL OF ANNUAL REPORT
We have enclosed our 10KSB as filed with the SEC on March 31, 2008.

PROPOSAL NO. 4: APPROVAL OF AUDITORS
Vote to approve the Auditors,  Cinnamon, Jang & Willoughby for the ensuing year.
Cinnamon,  Jang & Willoughby  have been our Auditors  since June,  2003. We have
been pleased with their performance.

OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the meeting.
If any other matters come before the meeting,  the proxy holders  intend to vote
on such matters in accordance with their best judgement.

REQUEST FOR COPY OF FORM 10KSB
Shareholders  may  request a copy of the Form  10KSB  (also  known as the Annual
Report) by writing to the Company's Head Office:

                              615 Discovery Street
                          Victoria, BC, Canada V8T 5G4
                 or download online at www.flexiblesolutions.com

DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Any  proposal by a  shareholder  to be presented  at the  Company's  next Annual
Meeting of Shareholders, including nominations for election as directors must be
received at the offices of the Company no later than Dec 31, 2008.



                                    EXHIBIT A

Charter of Audit Committee of the Board of Directors

Audit committee purpose

The Audit  committee  is appointed by the Board of Directors to assist the board
in fulfilling its oversight responsibilities. The Audit committee primary duties
and responsibilities are to:

1.   Monitor the  integrity  of the Company `s financial  reporting  process and
     systems  of  internal  controls  regarding  finance,  accounting  and legal
     compliance.

2.   Monitor the  independence  and  performance  of the Company `s  independent
     auditors and any internal auditing department.

3.   Report to the Board of Directors, as appropriate.

4.   Review areas of potential significant financial risk to the company.

5.   The  Audit  committee  has  the  authority  to  conduct  any  investigation
     appropriate  to fulfilling  its  responsibilities  and it has access to the
     independent  auditors  as well as  anyone  in the  organization.  The audit
     committee  has the  ability  to retain at the  company's  expense,  special
     legal,  accounting,  or other  consultants or experts it deems necessary in
     the performance of its duties.

Audit Committee Composition and Meeting

Audit  committee  members  shall meet the  requirements  of the  American  stock
exchange.  The Audit committee shall be comprised of two directors as determined
by the board one of whom shall be an  independent  non-executive  director  free
from any  relationship  that would  interfere  with the  exercise  of his or her
independent  judgment.   All  members  of  the  committee  shall  have  a  basic
understanding  of  finance  and  accounting  and be able to read and  understand
fundamental financial statements, and at least one member of the committee shall
have accounting or related financial management expertise.

Audit  committee  members shall be appointed by the Board. If an audit committee
chair is not  designated or present the members of the committee may designate a
chair by majority vote of the committee membership.

The  committee  shall meet at least three times  annually or more  frequently as
circumstances dictate. The audit committee chair shall prepare and/or approve an
agenda in advance of each  meeting.  The  committee  should  meet  privately  in
executive  session at least annually with management,  the independent  auditors
and as a committee  to discuss any matters  that the  committee or each of these
groups believe should be discussed.  In addition, the committee, or at least its
chair, should communicate with management and the independent auditors quarterly
to review the company's financial statement and significant  findings based upon
the auditor's limited review procedures.


Audit Committee Responsibilities and Duties

Review Procedure

1.   Review and reassess the adequacy of this charter at least annually.  Submit
     the charter to the board of  directors  for  approval and have the document
     published at least every three years in accordance with SEC regulations.


2.   Review the company's annual audited financial statements prior to filing or
     distribution.   Review  should  include   discussion  with  management  and
     independent auditors of significant issues regarding accounting principles,
     practices and judgments.


3.   In consultation with the management and the independent auditors,  consider
     the integrity of the Company's  financial reporting processes and controls.
     Discuss  significant  financial risk exposure and the steps  Management has
     taken to monitor  control,  and report such exposures.  Review  significant
     findings  prepared by the independent  auditors  together with management's
     responses.

4.   Review with financial management and the independent auditors the Company's
     quarterly  financial  results  prior to the release of earnings  and/or the
     company's quarterly  financial  statements prior to filing or distribution.
     Discuss any significant changes to the Company's accounting  principles and
     any items  required  to be  communicated  by the  independent  auditors  in
     accordance with SAS 61.

     The Chair of the Committee  may  represent  the entire audit  committee for
     purposes of this review.

Independent Auditors

5.   The independent auditors are ultimately  accountable to the audit Committee
     and  the  Board  of  Directors  .The  Audit   committee  shall  review  The
     independence and performance of the auditors and annually  Recommend to the
     board of directors the appointment of the  Independent  auditors or approve
     any discharge of auditors When circumstances warrant.

6.   Approve  the  fees and  other  significant  compensation  to be paid to the
     independent auditors.

7.   On an  annual  basis the  committee  should  review  and  discuss  with the
     independent  auditors,  all  significant  relationships  they have with the
     company that could impair the auditor's independence.

8.   Review the  independent  auditors  audit  plan,  discuss  scope,  staffing,
     locations,  reliance upon management,  and internal audit and general audit
     approach.

9.   Prior to releasing the year-end  earnings,  discuss the result of the audit
     with the  independent  auditors.  Discuss  certain  matters  required to be
     communicated to audit committee in accordance with AICPA SAS 61.

10.  Consider  the  independent   auditors'   judgment  about  the  quality  and
     appropriateness  of the company's  accounting  principles as applied in its
     financial reporting.

Other Audit Committee Responsibilities

11.  Annually  prepare  a report  to  shareholders  required  by the  Securities
     Exchange Commission.  The report should be included in the Company's annual
     proxy statement.

12.  Perform any other  activities  consistent with this charter,  the Company's
     by-laws and governing law, as the committee or the Board deems necessary or
     appropriate.

13.  Maintain  minutes  of  meeting  and  periodically  report  to the  Board of
     Directors on significant results of the foregoing activities.

14.  Periodically perform self-assessment of audit committee performance.

15.  Review CFO and controller succession planning within the Company.