UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-4

                                 AMENDMENT NO. 1

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                      FLEXIBLE SOLUTIONS INTERNATIONAL,INC.

             (Exact name of registrant as specified in its charter)

                                     Nevada
                             ---------------------
         (State or other jurisdiction of incorporation or organization)

                                      2890
                             ---------------------
            (Primary Standard Industrial Classification Code Number)

                                   91-1922863
                             ---------------------
                     (I.R.S. Employer Identification Number)

                  6001 54 Ave., Taber, Alberta, Canada T1G 1X4
                            Telephone: (403) 223-2995
                  --------------------------------------------
               (Address, including zip code, and telephone number,
             including area code, of registrant's principal executive offices)

                     The Corporation Trust Company of Nevada
             701 S. Carson St., Suite 200, Carson City, Nevada 89701
            ---------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                         including area code, of agent for service)

                           Copy of Communications To:
                                Hart & Hart, LLC
                           Attention: William T. Hart
                             1624 N. Washington St.
                             Denver, Colorado 80203
                            Telephone: (303) 839-0061

Approximate  date of  commencement  of proposed  sale of the  securities  to the
public:  As soon as practicable  after the  effectiveness  of this  registration
statement  and the  continuation  described  in this  registration  statement is
approved by the stockholders of the registrant.

If the securities  being registered on this Form are being offered in connection
with the  formation of a holding  company and there is  compliance  with General
Instruction G, check the following box [ ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the  Securities  Act,  check the following box and list the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

                                       1


Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, a smaller reporting company,  or an
emerging  growth  company.  See the  definitions of "large  accelerated  filer,"
"accelerated  filer",  "smaller reporting company" and "emerging growth company"
in Rule 12b2 of the Exchange Act.

  Large accelerated filer   [ ]                  Accelerated filer          [ ]
  Non-accelerated filer     [ ]                  Smaller reporting company  [X]
 (Do not check if a smaller reporting company)   Emerging growth company    [ ]

If an emerging  growth  company,  indicate by check mark if the  registrant  has
elected not to use the extended  transition period for complying with any new or
revised financial  accounting  standards  provided to Section  7(a)(2)(B) of the
Securities Act. [ ]

If applicable, place an X in the box to designate the appropriate rule provision
relied upon in conducting this transaction:

    Exchange Act Rule 13e-4(i)                  [ ]
    (Cross-Border Issuer Tender Offer)
    Exchange Act Rule 14d-1(d)                  [ ]
    (Cross-Border Third-Party Tender Offer)

                         CALCULATION OF REGISTRATION FEE

 Title of Each                                      Proposed
     Class                          Proposed        Maximum
 of Securities                       Maximum       Aggregate       Amount of
     to be        Amount to be   Offering Price     Offering     Registration
   Registered     Registered(1)   Per Share(2)      Price(2)          Fee
 -------------    ------------   --------------    ----------    ------------

 Common Shares     11,630,991         $1.61       $18,725,895       $2,332

Notes

(1)  Based upon the number of common shares of Flexible Solutions International,
     Inc.,  a  Canadian  corporation,  expected  to be  issued  to the  existing
     stockholders of Flexible  Solutions  International,  Inc. ("FSI"), a Nevada
     corporation,  on a one-for-one  basis upon  completion of the  continuation
     described in this registration  statement and based on 11,630,991 shares of
     common stock of FSI, outstanding as of April 30, 2018.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee in  accordance  with  Rules  457(c)  and  (f)  under  the
     Securities Act of 1933.

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

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

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                       TO BE HELD _________________, 2018




                                       2


To the Shareholders:

Notice is hereby given that the annual meeting of the  shareholders  of Flexible
Solutions  International,  Inc.  will  be held at the  offices  of the  Company,
located  at  Unit  15,   6782   Veyaness   Rd.,   Saanichton,   BC  V8M  2C2  on
_______________, 2018, at _:__ __.m. Pacific Time, for the following purposes:

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

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

(3)  to ratify the continued  appointment of Meyers,  Norris,  Penny, LLP as the
     Company's independent registered public accounting firm for the fiscal year
     ending December 31, 2018; and

(4)  to change the domicile of the Company to Canada;

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

Our board of directors has fixed the close of business on  ___________,  2018 as
the record date for the determination of the stockholders entitled to notice of,
and to vote at, the annual and special meeting or any adjournment thereof.  Only
the stockholders of record on the record date are entitled to vote at the annual
and special meeting.


Appraisal rights are available to the stockholders of record for their shares of
our common  stock  under  Chapter  92A.300 - 92A.500  (inclusive)  of the Nevada
Revised  Statutes,  a  copy  of  which  is  attached  as  Schedule  "B"  to  the
accompanying  proxy  statement/prospectus.  See "Appraisal  Rights" beginning on
page __ of the  accompanying  proxy  statement/prospectus  for a  discussion  of
appraisal rights and how to exercise them.



Whether or not you plan on attending the annual and special meeting, we ask that
you vote by proxy by following the  instructions  provided in the enclosed proxy
card as  promptly  as  possible.  If your shares are held of record by a broker,
bank, or other  nominee,  please follow the voting  instructions  sent to you by
your broker, bank, or other nominee in order to vote your shares.

Even if you have voted by proxy,  you may still vote in person if you attend the
annual and special meeting.  Please note, however,  that if your shares are held
of record by a broker, bank, or other nominee and you wish to vote at the annual
and special meeting, you must obtain a valid proxy issued in your name from that
record holder.


You should  read this entire  proxy  statement/prospectus  carefully  because it
contains  important  information  about  matters to be voted on at the  Meeting,
including the change in our corporate domicile.  In particular,  you should read
carefully the information under the heading "Risk Factors", beginning on page __
of the proxy  statement/prospectus,  which  discusses the risks  relating to the
change in our corporate domicile.

There are no federal or state regulatory requirements that must be complied with
or approvals that must be obtained in connection with the proposed change in our
corporate domicile.

See the section of this proxy  statement/prospectus  captioned "Proposal 4 - The
Change in Domicile"  for  information  concerning  the tax  consequences  of the
proposed change in our corporate domicile.

Neither  of  the  U.S.  Securities  and  Exchange  Commission,  any  U.S.  state
securities  commission,  nor any securities  regulatory  authority in Canada has
approved or disapproved  of the  securities to be issued in connection  with the
proposed  change in our  corporate  domicile  or  passed  upon the  adequacy  or

                                       3


accuracy of this proxy statement/prospectus.  Any representation to the contrary
is a criminal offense.

Our common stock trades under the symbol "FSI" on the NYSE American.

                                      FLEXIBLE SOLUTIONS INTERNATIONAL, INC.


July __, 2018                         Daniel B. O'Brien, President






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






This proxy  statement/prospectus  is dated _______,  2018, and will be posted on
our   website    (www.flexiblesolutions.com)   on   or   about   ______,   2018.
--------------------------



                                       4



                                TABLE OF CONTENTS

                                                                        Page

GENERAL..............................................................
INCORPORATION OF DOCUMENTS BY REFERENCE..............................
ANNUAL MEETING.......................................................
PRINCIPAL SHAREHOLDERS...............................................
PROPOSAL 1 - ELECTION OF DIRECTORS ..................................
PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION ................
PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
 REGISTERED PUBLIC ACCOUNTING FIRM ..................................
PROPOSAL 4 - THE CHANGE IN DOMICILE .................................
STOCKHOLDER PROPOSALS................................................
OTHER MATTERS........................................................
INDEMNIFICATION......................................................

AVAILABLE INFORMATION................................................
FORWARD LOOKING STATEMENTS...........................................
SCHEDULE A - PLAN OF CONVERSION .....................................
SCHEDULE B - RIGHTS OF DISSENTING SHAREHOLDERS  .....................


No  dealer,  salesperson  or  other  person  has  been  authorized  to give  any
information  or  to  make  any   representation  not  contained  in  this  proxy
statement/prospectus,  and if given or made, such information or representations
must  not  be  relied  upon  as  having  been   authorized  by  us.  This  proxy
statement/prospectus  does not constitute an offer to sell, or a solicitation of
an offer to buy, any of the securities offered in any jurisdiction to any person
to  whom  it  is   unlawful   to  make  an  offer   by   means  of  this   proxy
statement/prospectus.


                                       5



                           PROXY STATEMENT/PROSPECTUS

                                     GENERAL

We operate in two segments:

   (a) Energy and water conservation products, which consists of a (i) liquid
swimming pool blanket which saves energy and water by inhibiting evaporation
from the pool surface, and (ii) food-safe powdered form of the active ingredient
within the liquid blanket and which is designed to be used in still or slow
moving drinking water sources.

   (b) TPA's used by the petroleum, chemical, utility and mining industries to
prevent corrosion and scaling in water piping. This product can also be used in
detergents to increase biodegradability and in agriculture to increase crop
yields by enhancing fertilizer uptake.

Our executive  offices are located at 6001 54 Ave., Taber,  Alberta,  Canada T1G
1X4.

In this proxy statement/prospectus,  unless otherwise specified, the terms "we",
"us",  "our" and "FSI" mean  Flexible  Solutions  International,  Inc., a Nevada
corporation whose shares you currently own. The term "you" means you, the reader
and a  stockholder  of our company.  The term "FSCA" means  Flexible  Solutions,
Inc.,  a Canadian  corporation,  whose  shares you are  expected to own after we
change the corporate jurisdiction of our company from Nevada to Canada.

Please read this proxy  statement/prospectus  carefully. You should rely only on
the  information  contained  in this  proxy  statement/prospectus.  We have  not
authorized  anyone to provide  you with  different  information.  You should not
assume  that the  information  provided  by this proxy  statement/prospectus  is
accurate  as of any date  other  than the date on the front  cover of this proxy
statement/prospectus.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

We  incorporate  by  reference  the  filed  documents  listed  below,  except as
superseded, supplemented or modified by this proxy statement/prospectus:

     -    our Annual Report on Form 10-K for the fiscal year ended  December 31,
          2017;
     -    our  Current  Report on Form 8-K filed  with the SEC on April 5, 2018;
          and
     -    our Registration Statement on Form 8-A filed on November 12, 2002.

In addition,  all documents  subsequently filed by us pursuant to Section 13(a),
13(c) , 14 or  15(d)  of the  Exchange  Act,  prior  to the  Annual  Meeting  of
Shareholders,  shall be deemed to be  incorporated  by reference into this proxy
statement/prospectus.

The  documents   incorporated  by  reference   contain   important   information
concerning:

     -    our Business;
     -    Risk Factors relating to an investment in our securities;
     -    our Management and matters relating to Corporate Governance;
     -    Principal Shareholders;
     -    our  Financial  Statements  and  our  Management's  Discussion  of our
          Results of Operations and our Financial Conditions;

We will  provide,  without  charge,  to each person to whom a copy of this proxy
statement/prospectus  is delivered,  including any  beneficial  owner,  upon the
written or oral  request of such person,  a copy of any or all of the  documents
incorporated by reference, including exhibits. Requests should be directed to:

                                       6


                     Flexible Solutions International, Inc.
                                  6001 54 Ave.
                                 Taber, Alberta
                                 Canada T1G 1X4
                                 (403) 223-2995


The  documents  incorporated  by  reference  may be  accessed  at  our  website:
www.flexiblesolutions.com

                                 ANNUAL MEETING

The accompanying proxy is solicited by the Company's directors for voting at the
annual  meeting of  shareholders  to be held on  __________,  2018, at ____ _.m.
Pacific Time, and at any and all  adjournments of such meeting.  If the proxy is
executed and returned,  it will be voted at the meeting in  accordance  with any
instructions,  and if no  specification is made, the proxy will be voted for the
proposals  set  forth  in the  accompanying  notice  of the  annual  meeting  of
shareholders.  Shareholders  who  execute  proxies  may revoke  them at any time
before they are voted,  either by writing to the  Company at the  address  shown
above or in person at the time of the  meeting.  Additionally,  any later  dated
proxy  will  revoke a  previous  proxy  from the same  shareholder.  This  proxy
statement/prospectus was posted on the Company's website on ____________, 2018.

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 shows the  beneficial  ownership of our common stock as of
April 30, 2018 by (i) each  stockholder  who is known by us to own  beneficially
more  than  five  percent  of our  outstanding  common  stock,  (ii) each of our
officers and directors, and (iii) by all of our executive officers and directors
as a group.

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

Daniel B. O'Brien                     4,521,900               38.88%
6001 54 Ave.
Taber, AB
Canada  T1G 1X4

John Bientjes                            10,000                0.09%
#1-230 West 13th Street,
North Vancouver, B.C.
Canada  V7M 1N7

Robert Helina                            20,000                0.17%
6001 54 Ave.
Taber, AB
Canada  T1G 1X4

Dr. Thomas Fyles                              0                 0.0%
Box 3065
Victoria, BC
Canada V8W 3V6

Ben Seaman                                  800                0.01%
Unit 605 55 E. Cordova St.
Vancouver BC
Canada V6A 0A5

                                       7


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

David Flynn                                   0                 0.0%
202-2526 Yale Court,
Abbotsford, BC
Canada V2S 8G9

All Officers and Directors            4,552,700               39.15%
as a Group (6 persons)

(1)  Includes shares which may be acquired on the exercise of the stock options
     listed below, all of which were exercisable as of April 30, 2018.

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

   John Bientjes               5,000              $1.00      December 31, 2018
                               5,000              $1.05      December 31, 2019


   Robert Helina               5,000              $1.00      December 31, 2018
                               5,000              $1.05      December 31, 2019
                               5,000              $1.42      December 31, 2021
                               5,000              $1.70      December 31, 2022

                       PROPOSAL 1 - ELECTION OF DIRECTORS

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

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

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

                                       8


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

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

      Daniel B. O'Brien    61      President, Director
      John H. Bientjes     65      Director
      Robert Helina        52      Director
      Thomas Fyles         66      Director
      Ben Seaman           37      Director
      David Fynn           60      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.

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

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

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

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

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

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


                                       9


The  Company's  Board of  Directors  formally  met once  during  the year  ended
December 31, 2017. All of the Directors, attended this meeting either in person,
by telephone conference call or by email.

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

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

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

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

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

The Company does not have a policy with regard to board member's attendance at
annual meetings. All board members except one attended via conference the last
annual shareholder's meeting held on November 2, 2017.

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 John Bientjes, 6001 54
Ave., Taber, AB T1G 1X4 Canada.

                                       10


Executive Compensation

The following table shows in summary form the compensation earned by (i) our
Chief Executive Officer and (ii) by each other executive officer who earned in
excess of $100,000 during the two fiscal years ended December 31, 2017 and 2016.


                                                               
                                                                        All
                                                Restricted             Other
                                                  Stock     Options   Compen-
Name and Principal    Fiscal   Salary   Bonus     Awards     Awards    sation      Total
     Position          Year      (1)     (2)        (3)       (4)       (5)         (6)
------------------    ------   ------   -----   ----------  -------   -------     -------

Daniel B. O'Brien      2017   $901,605    --         --        --        --      $901,605
President, Chief       2016   $743,042    --         --        --        --      $743,042
Executive Officer
and Principal
Financial and
Accounting 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  value of the  shares of
     restricted  stock issued as compensation for services to the persons listed
     in the table.

(4)  The value of all stock options  granted  during the periods  covered by the
     table.

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

Non-Qualified Stock Option Plan

In August 2014 we adopted a Non-Qualified Stock Option Plan which authorizes the
issuance of up to 1,500,000 shares of our common stock to persons that exercise
options granted pursuant to the Plan. Our employees, directors and officers, and
consultants or advisors are eligible to be granted options pursuant to the
Non-Qualified Plan.

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

During the fiscal year ended December 31, 2017 we issued 154,000 options
pursuant to the Non-Qualified Plan (2016 - 168,000).

Stock Option Program

Prior to August 2014 we had a Stock Option  Program which  involved the issuance
of  options,  from  time  to  time,  to  our  employees,   directors,  officers,
consultants  and advisors.  Options were granted by means of  individual  option
agreements.  Each  option  agreement  specified  the  shares  issuable  upon the
exercise of the option,  the exercise price, the expiration date and other terms
and conditions of the option.

Options granted had terms of between one and five years after the date of grant
and had exercise prices equal to the fair market value of a share of our common
stock on the date of grant.

As a result of the adoption of our Non-Qualified Stock Option Plan in August
2014, all options are now granted pursuant to the Non-Qualified Stock Option
Plan.

                                       11


During the fiscal year ended December 31, 2017, Robert Helina was granted 5,000
options in his capacity of employee and no options were granted to our officers
or directors. During the fiscal year ended December 31, 2017, 15,000 options
were exercised by our directors.

The following table shows information concerning the options granted to our
officers or directors that expired during the fiscal year ended December 31,
2017:

                                        Options Expired
                           ---------------------------------------------
                                                             Remaining
                             Number        Exercise         Contractual
           Name            of Options        Price          Term (Years)
           ----            ----------      --------         ------------

           John Bientjes      5,000         $1.21                Nil

Summary

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, 2017, our most complete fiscal year:


                                                                                       
                                          Number of                                      Number of Securities
                                         Securities                                       Remaining Available
                                       to be Issued            Weighted-Average           for Future Issuance
                      Total Shares    Upon Exercise of        Exercise Price of        Under Equity Compensation
                        Reserved     Outstanding Options,    Outstanding Options,      Plans (Excluding Securities
 Plan Category         Under Plans   Warrants and Rights     Warrant and Rights        Reflected in Column (a))
                                            (a)                       (b)                           (c)
---------------       ------------   -------------------     -------------------       -----------------------------
Non-Qualified Stock
 Option Plan            1,500,000        561,000                    $1.26                         861,000

Stock Option Program          N/A        152,000                    $1.03                              --
                        ---------        -------                    -----                         -------
          Total         1,500,000        713,000                    $1.21                         861,000
                        =========        =======                    =====                         =======


Our Non-Qualified Stock Option Plan and all grants made pursuant to our Stock
Option Program have been approved by our shareholders.

As of April 30, 2018, options to purchase 685,000 shares of the Company's common
stock were outstanding under the Non-Qualified Stock Option Plan and the Stock
Option Program. The exercise price of these options varies between $0.75 and
$1.70 per share. The options expire at various dates between December 31, 2018
and December 31, 2022.

Director Compensation

The Company reimburses directors for any expenses incurred in attending board
meetings. Prior to 2016, and except for Daniel B. O'Brien, the Company
compensated directors $2,500 annually and granted directors, other than Mr.
O'Brien, options to purchase shares of common stock each year that they serve.
For 2016 and 2017, the Company compensated the directors with an annual payment
of $5,000 and no stock options.

The Company's directors received the following compensation during the year
ended December 31, 2017:

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

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


                                       12


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

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

The terms of outstanding options held by the following persons as of September
21, 2017 are shown below:

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

   John H. Bientjes         $1.00             5,000           December 31, 2018
   John H. Beintjes         $1.05             5,000           December 31, 2019

   Robert Helina            $1.00             5,000           December 31, 2018
   Robert Helina            $1.05             5,000           December 31, 2019
   Robert Helina            $1.42             5,000           December 31, 2021
   Robert Helina            $1.70             5,000           December 31, 2022

As of April 30, 2017, options to purchase 685,000 shares of the Company's common
stock were outstanding under the Non-Qualified Stock Option Plan and the Stock
Option Program. The exercise price of these options varies between $0.75 and
$1.70 per share. The options expire at various dates between December 31, 2018
and December 31, 2022.

Compensation Committee

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

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, 2017 the Compensation Committee met once. All
members of the Compensation Committee attended this meeting.

During the year ended December 31, 2017, 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, 2017, no director of the Company was also an
executive officer of another entity, which had an executive officer of the
Company serving as a director of such entity or as a member of the Compensation
Committee of such entity.

The following is the report of the Compensation Committee:

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

                                       13


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 presently consists of John Bientjes, Ben Seaman
and David Fynn, 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.

During the fiscal year ended December 31, 2017, the Audit Committee met four
times. All members of the Audit Committee attended these meetings.

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, 2017 with the
          Company's management.

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

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

     (4)  Based on the  review  and  discussions  referred  to above,  the Audit
          Committee  recommended  to the  Board of  Directors  that the  audited
          financial  statements  be included in the  Company's  Annual Report on
          Form 10-K for the year ended  December  31,  2017 for filing  with the
          Securities and Exchange Commission.

     (5)  During the year ended December 31, 2017 the Company paid Meyers Norris
          Penny LLP, the  Company's  independent  registered  public  accounting
          firm,  audit  and  audit  related  fees of  $72,375  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.

     (6)  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
      Ben Seaman
      David Fynn

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

Our board of directors recommends that you vote FOR the nominees to the Board of
Directors

                                       14


              PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION

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

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

    "RESOLVED,  that the Company's  shareholders  approve, on a nonbinding
    advisory basis, the compensation of the Company's  executive officers,
    as disclosed in the Company's  Proxy  Statement for the Annual Meeting
    of  Shareholders  to  be  held   __________,   2018  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 resolution approving the compensation of the Company's
executive officers set forth in this proxy statement.

                  PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT
              OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors has selected Meyers, Norris, Penny, LLP, an independent
registered public accounting firm, to audit the books and records of the Company
for the fiscal year ending December 31, 2018. Meyers, Norris, Penny served as
the Company's independent registered public accounting firm for the fiscal years
ended December 31, 2017 and 2016. A representative of Meyers, Norris, Penny is
not expected to be present at the shareholders' meeting.

The following table shows the aggregate fees billed to the Company during the
years ended December 31, 2017 and 2016 by Meyers Norris Penny LLP:

                                              Year  Ended December 31,
                                             2017                 2016
                                             ----                 ----

      Audit Fees                            $72,375              $64,553
      Audit-Related Fees                         --                   --
      Tax Fees                                   --              $ 5,663
      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.

               Our board of directors recommends that you vote FOR
             the ratification of Meyers, Norris, Penny, LLP as our
                     auditors for our upcoming fiscal year.

                                       15


                       PROPOSAL 4 - THE CHANGE IN DOMICILE

General

On December 19, 2017, our board of directors  determined that it would be in the
best interest of our company to change our corporate jurisdiction from the State
of Nevada to Canada. We intend to change the corporate  jurisdiction of FSI from
Nevada to Canada by means of a process  called a  "conversion"  under the Nevada
Revised  Statutes  ("NRS")  and a  "continuation"  under the  Canadian  Business
Corporations Act ("CBCA").

If our  stockholders  approve the proposed  continuation  then we intend to file
articles of conversion  with the Secretary of State of Nevada and a continuation
application  with the  Registrar  of  Companies  of  Canada.  Upon  receipt of a
certificate of continuation  from the Registrar of Companies of Canada,  we will
be  continued  as a Canadian  corporation  and will be  governed  by the laws of
Canada. The assets and liabilities of the Canadian corporation immediately after
the  continuation  will be identical to the assets and liabilities of the Nevada
corporation immediately prior to the continuation. The officers and directors of
FSI immediately  before the continuation  becomes effective will be the officers
and  directors  of  the  Canadian  corporation.  The  change  of  our  corporate
jurisdiction will not result in any material change to our business and will not
have any effect on the relative equity or voting interests of our  stockholders.
Each previously  outstanding share of our common and preferred stock will become
one common or preferred share, as the case may be, of Canadian corporation.

The change of our  corporate  jurisdiction  will result in changes in the rights
and obligations of our current stockholders under applicable corporate laws. For
an explanation of these differences see the discussion of "Material  Differences
of  the  Rights  of  Our   Stockholders   After  the  Change  of  Our  Corporate
Jurisdiction"  beginning  on  page  28 of this  proxy  statement/prospectus.  In
addition,  the  change  of our  corporate  jurisdiction  may have  material  tax
consequences to  stockholders  which may or may not be adverse to any particular
stockholder depending on the stockholder's particular circumstances.  For a more
detailed explanation of the tax consequences.

Plan of Conversion

A summary of the material terms of the plan of conversion is set forth below.
The full text of the plan of conversion is attached as Schedule "A" to this
proxy statement/prospectus.

Principal Terms of the Conversion

The plan of conversion  provides that at the effective  time of the  conversion,
FSI will be converted  into FSCA,  a Canadian  corporation  continued  under the
CBCA. At the effective time of the conversion,  the continuation application and
articles  of FSCA,  in the forms  attached  as Appendix  "A" and  Appendix  "B",
respectively,   of  the  plan  of  conversion   will  replace  the  articles  of
incorporation and bylaws of FSI.

Effective Time of the Conversion

The plan of  conversion  provides  that,  as promptly as  practicable  after the
approval  of  the  plan  of  conversion  by the  holders  of a  majority  of the
outstanding  shares  of  common  stock of FSI,  FSI will  file the  articles  of
conversion with the Secretary of State of Nevada and a continuation  application
with the Registrar of Companies of Canada. The plan of conversion  provides that
the effective date and time of the  conversion  will be the date and time on and
at which the continuation  becomes  effective under the NRS or the date and time
on and at which the  continuation  becomes  effective under the CBCA,  whichever
occurs later.

Manner and Basis of Converting Shares of Common Stock

At the effective time of the conversion, each share of common stock of FSI, with
a par value of $0.001 per share, issued and outstanding immediately before the
effective time of the conversion will, by virtue of the conversion and without
any action on the part of the holder thereof, be converted into and become one
validly issued, fully paid and non-assessable common share, without par value,
of FSCA.
                                       16


Manner and Basis of Converting Options and Other Rights

At the effective time of the conversion, each option, warrant or other right to
acquire shares of common stock of FSI Nevada that is or was outstanding
immediately before the effective time of the conversion will, by virtue of the
conversion and without any action on the part of the holder thereof, be
converted into and become an option, warrant or right, respectively, to acquire,
upon the same terms and conditions, the number of common shares of FSCA that
such holder would have received had such holder exercised such option, warrant
or right, respectively, in full immediately before the effective time of the
conversion (whether or not such option, warrant or right was then exercisable)
and the exercise price per share under each such option, warrant or right,
respectively will be equal to the exercise price per share thereof immediately
before the effective time of the conversion, unless otherwise provided in the
instrument or agreement granting such option, warrant or right, respectively.

Effect of the Conversion

At the effective time of the conversion, FSI will cease to exist as a Nevada
corporation, and the title to all real estate vested by deed or otherwise under
the laws of any jurisdiction, and the title to all other property, real and
personal, owned by FSI, and all debts due to FSI on whatever account, as well as
all other things in action or belonging to FSI immediately before the
conversion, will be vested in FSCA, without reservation or impairment. FSCA will
have all of the debts, liabilities and duties of FSI, and all rights of
creditors accruing and all liens placed upon any property of FSI up to the
effective time of the conversion will be preserved unimpaired, and all debts,
liabilities and duties of FSI immediately before the conversion will attach to
FSCA and may be enforced against it to the same extent as if it had incurred or
contracted such debts, liabilities and duties. Any proceeding pending against
FSI may be continued as if the conversion had not occurred or FSCA may be
substituted in the proceeding in place of FSI.

Amendment

The  boards of  directors  of FSI may amend the plan of  conversion  at any time
before the effective time of conversion,  provided,  however,  that an amendment
made  subsequent to the approval of the  conversion by the  stockholders  of FSI
must not (a) alter or change the manner or basis of  exchanging a  stockholder's
shares of FSI for a  stockholder's  shares,  rights to purchase a  stockholder's
shares,  or other  securities of FSCA, or for cash or other property in whole or
in part or (b) alter or change  any of the terms and  conditions  of the plan of
conversion in a manner that adversely affects the stockholders of FSI.

Termination

At any time before the effective time of the conversion,  the plan of conversion
may be terminated  and the conversion may be abandoned by the board of directors
of FSI,  notwithstanding  approval of the plan of conversion by the stockholders
of FSI. We  anticipate  that the plan of  conversion  will be  terminated if the
proposed  conversion  is not  approved  by our  stockholders  at the  annual and
special meeting.

Appraisal Rights

Pursuant to the NRS ss.ss. 78.3793, 92A.300 - 92A.500 (inclusive) (the
"Dissenters Rights Provisions") our stockholders are entitled, after complying
with certain requirements of Nevada law, to dissent from approval of the
continuation pursuant to Chapter 92A of the NRS and to be paid the "fair value"
of their shares of our common stock exclusive of any element of value arising
from the accomplishment or expectation of the continuation, if the continuation
is completed. Stockholders electing to exercise these appraisal rights must
comply with the provisions of Chapter 92A of the NRS in order to perfect their
rights. We will require strict compliance with the statutory procedures.

In the context of the continuation, the Dissenters' Rights Provisions provides
that the former stockholders may elect to have our company purchase their shares
held by the former stockholders for a cash price that is equal to the "fair
value" of such shares, as determined in a judicial proceeding in accordance with
the Dissenters' Rights Provisions. The fair value of the shares of any former
stockholder means the value of such shares immediately before the effectuation
of the continuation excluding any appreciation or depreciation in anticipation
of the continuation, unless exclusion of any appreciation or depreciation would
be inequitable.
                                       17


A copy of the Dissenters'  Rights Provisions is attached as Schedule "B" hereto.
If you wish to exercise your dissenters'  rights or preserve the right to do so,
you should carefully review Schedule "B" hereto.  IF YOU FAIL TO COMPLY WITH THE
PROCEDURES  SPECIFIED IN THE DISSENTERS'  RIGHTS  PROVISIONS IN A TIMELY MANNER,
YOU MAY  LOSE  YOUR  DISSENTERS'  RIGHTS.  BECAUSE  OF THE  COMPLEXITY  OF THOSE
PROCEDURES,  YOU  SHOULD  SEEK THE  ADVICE  OF  COUNSEL  IF YOU ARE  CONSIDERING
EXERCISING  YOUR  DISSENTERS'  RIGHTS.  Former  stockholders  who perfect  their
dissenters' rights by complying with the procedures set forth in the Dissenters'
Rights  Provisions  will have the fair  value of their  Shares  determined  by a
Nevada state district court and will be entitled to receive a cash payment equal
to such fair value. Any such judicial  determination of the fair value of shares
could be based upon any  valuation  method or  combination  of methods the court
deems  appropriate.  The  value so  determined  could  be more or less  than the
continuation to be paid in connection with the continuation. In addition, former
stockholders who invoke dissenters' rights may be entitled to receive payment of
a fair rate of  interest  from the  effective  time of the  continuation  on the
amount  determined to be the fair value of their  shares.  If you do NOT plan to
seek an appraisal of all of your shares,  please execute (or, if you are not the
record holder of such shares, to arrange for such record holder or such holder's
duly  authorized  representative  to execute) and mail postage paid the enclosed
Letter of  Transmittal  to the agent at the  address  set forth in the Letter of
Transmittal.  You should note that  surrendering  to FSI  certificates  for your
shares will constitute a waiver of your appraisal rights under the NRS.

All demands for  appraisal  should be addressed  to Dan O'Brien at FSI,  6001 54
Ave.,  Taber,  Alberta,  Canada T1G 1X4, before the vote on the  continuation is
taken at the annual and special meeting, and should be executed by, or on behalf
of,  the  record  holder of the shares of the  common  stock.  The  demand  must
reasonably inform us of the identity of the stockholder and the intention of the
stockholder to demand appraisal of his, her or its shares of our common stock.

In view of the complexity of the Dissenter's Rights Provisions in Chapter 92A of
the NRS, stockholders desiring to dissent from the continuation and pursue
appraisal rights should consult their legal advisers. A copy of Chapter 92A of
the NRS is attached as Schedule "B" to this proxy statement/prospectus.

Reasons for the Continuation

We believe that the change of our corporate jurisdiction to Canada will more
accurately reflect our operations, which are headquartered in and managed from
Canada. We also believe that changing our corporate jurisdiction to Canada more
accurately reflects the identity of our company. Furthermore, the majority of
our officers and directors are located in Canada, and a large amount of our
issued and outstanding stock is owned of record by persons not residents in the
United States.

In addition to the potential  benefits  described above,  the continuation  will
impose  some  moderate  costs  on  our  company  and  will  expose  us  and  our
stockholders to some risk,  including the risk of liability for taxation and the
potential  for greater  impediments  to  enforcement  of judgments and orders of
United States courts and regulatory  authorities  against our company  following
the  consummation  of the  continuation.  Please see the section  entitled "Risk
Factors  Pertaining  to  our  Change  in  Domicile"  for  a  more  comprehensive
discussion  regarding  the risk  factors  of the  continuation.  There  are also
differences between the laws of Nevada and the laws of Canada. Regardless of the
risks and costs  associated with the change of our corporate  jurisdiction,  our
board of directors has determined that the potential advantages of the change of
our corporate jurisdiction outweigh the risks and costs.

Although our board of directors  evaluated  variations in the basic structure of
the  continuation,  our  board  of  directors  believes,  based on  advice  from
management and its  professional  advisors,  that the proposed  structure of our
company  as a  Canadian  corporation  is  the  best  structure  to  provide  the
advantages  which our  company is seeking  without  substantial  operational  or
financial  risks.  No  assurance  can be given,  however,  that the  anticipated
benefits of the continuation will be realized.

                                       18

Corporate Law Requirements

In order for our company to carry out the continuation, it will be necessary for
us to comply with the provisions of the NRS and the CBCA.

The NRS allows a corporation that is incorporated under the Nevada corporate law
to convert  into a foreign  entity  pursuant  to a  conversion  approved  by the
stockholders of the Nevada  corporation.  Pursuant to the Nevada  corporate law,
the board of  directors  of FSI has adopted the plan of  conversion  attached as
Schedule "A" to this proxy  statement/prospectus and FSI, subject to approval by
our stockholders.

If holders of a majority of the voting power of our stockholders vote to approve
the plan of conversion, we intend to file articles of conversion with the Nevada
Secretary  of State.  After we file the  articles of  conversion  and pay to the
Secretary  of State of the State of Nevada all  prescribed  fees,  and we comply
with all other requirements,  the conversion will become effective in accordance
with the Nevada corporate law.

As we are proposing to continue into the  jurisdiction  of Canada,  we must also
comply  with the  applicable  provisions  of the  CBCA in order to  successfully
complete the continuation.

A foreign corporation is permitted to continue from a foreign  jurisdiction into
Canada  by filing  with the  Registrar  of  Companies  of Canada a  continuation
application  and  providing to the  Registrar of Companies  certain  records and
information  that the  Registrar  of Companies  may require.  We expect that the
continuation  of FSI into Canada will be effective on the date and time that the
continuation  application,  the form of which is attached hereto as Appendix "A"
of the plan of conversion, is filed with the Registrar of Companies, assuming we
provide the  Registrar  of  Companies  with any records and  information  it may
require.  After FSI Nevada is continued into Canada,  the Registrar of Companies
must issue a  certificate  of  continuation  showing  the name of the  continued
company  (expected  to be "Flexible  Solutions,  Inc.") and the date and time on
which it is continued into Canada as a continued company.

Our Authorized Capital after the Change of Our Corporate Jurisdiction

Our Certificate of Incorporation presently provides that our authorized capital
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.

Our authorized share capital following the completion of the change in domicile
will consist of an unlimited number of common and preferred shares without
nominal or par value. The authorized share capital may be increased or decreased
by a resolution approved by the affirmative vote of the holders of 66 2/3% of
the voting power of the issued and outstanding shares entitled to vote on such
matter, voting together as a single class. The Board will be authorized to issue
new post-Redomicile common shares without Stockholder approval.

Exchange of Share Certificates

Upon  the  effectiveness  of  the  continuation,  FSI  will  mail  a  letter  of
transmittal with instructions to each holder of record of shares of common stock
of FSI outstanding  immediately  before the effective time for use in exchanging
certificates   formerly   representing   shares  of  common  stock  of  FSI  for
certificates representing shares of FSCA. Certificates should not be surrendered
by the holder  thereof until they have received the letter of  transmittal  from
FSI.

Material  Differences of the Rights of Our Stockholders  After the Change of Our
Corporate Jurisdiction

You will continue to hold the same number of shares you now hold following the
change of our corporate jurisdiction from the State of Nevada to Canada.
However, the rights of stockholders under the NRS differ in certain substantive
ways from the rights of stockholders under the CBCA. The NRS differs in many
respects from the CBCA. The following is a summary description of the principal
differences that could affect the rights of our stockholders.

                                       19


Common Shares

The holders of common shares of FSCA will be entitled to dividends, if, as and
when declared by the board of directors of FSCA, entitled to one vote per share
at meetings of shareholders or FSCA and, upon dissolution, entitled to share
equally in such assets of FSI as are distributable to the holders of common
shares of FSI and subject to the rights of the holders of preferred shares.

Preferred Shares

FSCA will be authorized to issue preferred shares in one or more series. Subject
to the CBCA, the directors of FSCA may, by resolution, if none of the shares of
any particular series are issued, alter articles of FSCA and authorize the
alteration of the notice of articles of FSCA, as the case may be, to do one or
more of the following:

    o   determine the maximum number of shares of that series that FSCA is
        authorized to issue, determine that there is no such maximum number, or
        alter any such determination;
    o   create an identifying name for the shares of that series, or alter any
        such identifying name; and
    o   attach special rights or restrictions to the shares of that series, or
        alter any such special rights or restrictions.

The  holders  of  preferred  shares  will be  entitled,  on the  liquidation  or
dissolution  of  FSCA,  whether  voluntary  or  involuntary,  or  on  any  other
distribution of the assets of FSCA among shareholders of FSCA for the purpose of
winding up its  affairs,  to  receive,  before any  distribution  is made to the
holders of common  shares of FSCA or any other shares of FSCA ranking  junior to
the preferred shares with respect to the repayment of capital on the liquidation
or  dissolution  of FSCA,  whether  voluntary  or  involuntary,  or on any other
distribution of the assets of FSCA among shareholders of FSCA for the purpose of
winding up its affairs,  the amount paid up with respect to each preferred share
held by them, together with the fixed premium (if any) thereon,  all accrued and
unpaid cumulative dividends (if any and if preferential) thereon, which for such
purpose will be  calculated as if such  dividends  were accruing on a day-to-day
basis up to the date of such  distribution,  whether or not earned or  declared,
and  all  declared  and  unpaid   non-cumulative   dividends   (if  any  and  if
preferential)  thereon.  After payment to the holders of the preferred shares of
the amounts so payable to them,  they will not, as such, be entitled to share in
any  further  distribution  of  the  property  or  assets  of  FSCA,  except  as
specifically  provided in the special  rights and  restrictions  attached to any
particular  series.  All  assets  remaining  after  payment  to the  holders  of
preferred shares as aforesaid will be distributed  rateably among the holders of
common shares of FSCA.

Except for such rights relating to the election of directors on a default in
payment of dividends as may be attached to any series of the preferred shares by
the directors, holders of preferred shares will not be entitled, as such, to
receive notice of, or to attend or vote at, any general meeting of shareholders
of FSCA.

Voting Rights

Stockholders will be entitled to one vote for each post-Redomicile common share
held of record on all matters submitted to a vote of the Stockholders, will have
the right to vote for the election of directors and will not have cumulative
voting rights. Except as otherwise required by law, Stockholders will not be
entitled to vote on any amendment to the articles of incorporation that relates
solely to the terms of any future outstanding series if the holders of such
affected series are entitled, either separately or together with the holders of
one or more other such series, to vote thereon pursuant to the and articles of
incorporation or pursuant to the CBCA.

Dividends

Stockholders  will be  entitled  to  receive  in  proportion  to the  number  of
post-Redomicile  common  shares  held by them such  dividends  (payable in cash,
post-Redomicile  common  shares or  otherwise),  if any, as may be declared from
time to  time  by the  Board  out of  funds  available  for  dividend  payments.
Dividends will not be declared where there are reasonable  grounds for believing
the Company is insolvent  or the payment of  dividends  would render the company
insolvent. There will not be a fixed rate of dividends.

                                       20


Conversion, Redemption, Liquidation and Pre-Emption Rights

Stockholders  will  have no  preferences  or  rights  of  conversion,  exchange,
pre-emption or other  subscription  rights  attached to  post-Redomicile  common
shares.  There will be no  redemption or sinking fund  provisions  applicable to
such common shares.  In the event of any voluntary or  involuntary  liquidation,
dissolution  or  winding-up  of the  Company's  affairs,  Stockholders  will  be
entitled to share ratably in the  Company's  assets in proportion to such common
shares held by them that are remaining after payment or provision for payment of
all of the Company's debts and obligations.

Directors

The NRS requires that a corporation  have a minimum of one director.  The number
of directors must be fixed by, or in the manner provided in, the bylaws,  unless
the certificate of incorporation fixes the number of directors,  in which case a
change  in the  number  of  directors  must be made  only  by  amendment  to the
certificate, which requires stockholder approval. The number of directors may be
changed  by  resolution  of  the  board  of  directors  if  the  certificate  of
incorporation  or bylaws so provide.  The  certificate of  incorporation  of FSI
provides  that the  board of  directors  of FSI must  determine  the  number  of
directors,  subject to the bylaws of FSI.  The  bylaws of FSI  provide  that the
number of  directors  must be a minimum of 1 and a maximum of 8 unless and until
otherwise  determined  by a vote of a majority of the board of directors of FSI.
Within these limits,  the number of directors  must be  determined  from time to
time by  resolution  of the  board  of  directors  or by the  stockholders  at a
meeting.  The bylaws of FSI provide that generally all elections must be decided
by the vote of a majority in interest of the  stockholders  present in person or
represented by proxy and entitled to vote at the meeting.

Under the CBCA,  a public  company  must have no fewer than three  directors  at
least  two of whom are not  officers  or  employees  of the  corporation  or its
affiliates  and  whereby at least  twenty-five  per cent of the  directors  of a
corporation  must be resident  Canadians and if a corporation has less than four
directors,  at least one director must be a resident Canadian. The directors are
elected at the annual meeting of shareholders of the Company for a term expiring
at the end of the next annual  meeting.  Under the CBCA, the directors may also,
if the articles so provide,  appoint one or more additional directors, who shall
also hold  office for a term  expiring  at the end of the next  annual  meeting,
provided  that the total  number of  directors  so elected  shall not exceed one
third of the number of directors elected at the previous annual meeting.

Canadian law allows a corporation to have a staggered board of directors (also
known as a classified board of directors) if provided for in the articles or
by-laws of the corporation.

Under the CBCA, subject to certain exceptions, a quorum of directors may fill a
vacancy among the directors, except a vacancy resulting from an increase in the
number or the minimum or maximum number of directors or a failure to elect the
number or minimum number of directors provided for in the articles.

Under the CBCA,  a  corporation  may  indemnify  a  director  or  officer of the
corporation,  a  former  director  or  officer  of the  corporation  or  another
individual  who acts or acted at the  corporation's  request  as a  director  or
officer,  or an individual acting in a similar capacity,  of another entity, (an
"Indemnifiable  Person") against all costs,  charges and expenses,  including an
amount  paid to settle an action or satisfy a judgment,  reasonably  incurred by
the  Indemnifiable  Person in  respect of any  civil,  criminal  administrative,
investigative or other proceeding in which the Indemnifiable  Person is involved
because of that association with the corporation or other entity.

A corporation may not indemnify an Indemnifiable Person under the CBCA unless
the individual:

   (i)  acted honestly and in good faith with a view to the best interests of
        the corporation, or, as the case may be, to the bests interests of the
        other entity for which the individual acted as director or officer or in
        a similar capacity at the corporation's request; and

   (ii) in the case of a criminal or administrative action or proceeding that is
        enforced by a monetary penalty, the individual had reasonable grounds
        for believing that the individual's conduct was lawful.

                                       21


A corporation may, with the approval of a court, also indemnify an Indemnifiable
Person in respect of an action by or on behalf of the corporation or other
entity to procure a judgment in its favour, to which the individual is made a
party because of the individual's association with the corporation or other
entity, against all costs, charges and expenses reasonably incurred by the
individual in connection with such action, if the Indemnifiable Person fulfils
all of the conditions set out above.

Under the CBCA, the directors are entitled to be reimbursed for reasonable
expenses they may incur in and about the business of the corporation.

Under the CBCA, directors have fiduciary obligations to the corporation. Under
the CBCA, directors, when exercising the powers and discharging their duties,
must act honestly and in good faith with a view to the best interests of the
corporation and exercise the care, diligence and skill that a reasonably prudent
individual would exercise in comparable circumstances.

Removal of Directors

Under the CBCA, the shareholders of a corporation may by ordinary resolution at
a special meeting remove any director or directors from office. However, there
are certain exceptions. Where the corporation's articles provide for cumulative
voting, a director may be removed from office only if the number of votes cast
in favour of the director's removal is greater than the product of the number of
directors required by the articles and the number of votes cast against the
motion. In addition, where the holders of any class or series of shares of a
corporation have an exclusive right to elect one or more of the directors, a
director so elected may only be removed by an ordinary resolution at a meeting
of the shareholders of that class or series.

Under the NRS, any director or the entire board of directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

Personal Liability of Directors and Derivative Actions

The CBCA imposes specific statutory  liabilities on directors of corporations in
certain  situations.  Directors  can  be  held  liable,  for  example,  for  the
authorization  of share  issues at less than fair  market  value,  or for unpaid
wages and vacation pay owed to employees.  Under  numerous  other  provisions in
federal and provincial statutes, directors may also face personal liability for,
among other things, environmental offences, source deductions from payrolls, and
tax remittances.  Corporate directors have a number of defenses to legal actions
in which it is alleged  that they have  breached  their  statutory  or fiduciary
duties, including:

     (i)  dissenting  from a  resolution  passed  or  action  taken  at a  board
          meeting,  which may relieve  the  director  of any  liability  for the
          results of that decision;

    (ii)  raising a "good faith reliance"  defense to an accusation of breach of
          a fiduciary  duty,  whereby  the  director is entitled to rely in good
          faith on  financial  statements  or reports  made by an officer of the
          corporation,  the corporation's  auditor,  or by other  professionals,
          such as a lawyer, an accountant, or an engineer; and

   (iii)  availing  themselves of a due diligence defense that permits directors
          to  avoid a number  of  statutory  liabilities,  including  breach  of
          fiduciary duty, where the directors  exercise the same degree of care,
          diligence  and skill as a  reasonably  prudent  person  in  comparable
          circumstances.

Interested Shareholder Transactions and Anti-Takeover Provisions

Some powers granted to companies under the NRS may allow a Nevada corporation to
make itself potentially less vulnerable to hostile takeover attempts. These
powers include the ability to:

    o   require that notice of nominations for directors be given to the
        corporation prior to a meeting where directors will be elected, which
        may give management an opportunity to make a greater effort to solicit
        its own proxies;
                                       22


    o   only allow the board of directors to call a special meeting of
        stockholders, which may thwart a raider's ability to call a meeting to
        make disruptive changes;
    o   provide that the power to determine the number of directors and to fill
        vacancies be vested solely in the board, so that the incumbent board,
        not a raider, would control vacant board positions;
    o   provide  for  supermajority  voting in some  circumstances,  including
        mergers and certificate of incorporation amendments;

There is no similar provision under the CBCA.

Amendments to the Governing Documents

Under the  CBCA,  the  amendment  of the  articles  of a  corporation  generally
requires  the approval by special  resolution  of the  shareholders.  Unless the
articles or by-laws otherwise provide,  the directors may, by resolution,  make,
amend or  repeal  any  by-law  that  regulates  the  business  or  affairs  of a
corporation.  Where the  directors  make,  amend or  repeal a  by-law,  they are
required  under  the CBCA to  submit  the  by-law,  amendment  or  repeal to the
shareholders  at the next  meeting of  shareholders,  and the  shareholders  may
confirm,  reject  or amend  the  by-law,  amendment  or  repeal  by an  ordinary
resolution,  which is a  resolution  passed by a  majority  of the votes cast by
shareholders  who voted in  respect of the  resolution.  If the  directors  of a
corporation do not submit a by-law, an amendment or a repeal to the shareholders
at the next meeting of shareholders,  the by-law, amendment or repeal will cease
to be  effective on the date of the meeting of  shareholders  at which it should
have been  submitted,  and no  subsequent  resolution of the directors to adopt,
amend or repeal a by-law  having  substantially  the same  purpose and effect is
effective until it is confirmed or confirmed as amended by the shareholders.

Shareholder Quorum and Voting Requirements

Under the NRS,  a  corporation's  certificate  of  incorporation  and bylaws may
specify the number of shares  necessary to constitute a quorum at any meeting of
shareholders;  provided,  however,  that a quorum  may not  consist of less than
one-third  of the  shares  entitled  to vote at the  meeting.  The bylaws of FSI
provide that the presence in person or by proxy of stockholders entitled to cast
at  least  one  third  of  the  shares  entitled  to  vote  at the  meetings  of
stockholders constitutes a quorum.

Under the CBCA,  unless  waived by the  shareholders,  a  corporation  must send
notice of the date, time and location of a general  meeting of the  shareholders
not less than 21 days and not more than 60 days before the meeting.

Under the CBCA,  the  record  date for a meeting of  shareholders  is set by the
board of directors.  Subject to certain exceptions, a corporation is required to
file on SEDAR a notice of record date and  meeting  date at least 25 days before
the  record  date  for  the  meeting.  The  record  date  for a  meeting  of the
corporation's  shareholders must not precede the date on which the meeting is to
be held by more than 60 days or by less than 30 days.

Under the CBCA, unless otherwise provided in the articles or by-laws of the
corporation, a quorum of shareholders is present at a meeting of shareholder,
irrespective of the number of persons actually present at the meeting, if the
holders of a majority of the shares entitled to vote at the meeting are present
in person of represented by proxy.

Under the CBCA, shareholders carry out actions such as the election of
directors, appointment of auditors and approval of amendments to by-laws by
ordinary resolution. Ordinary resolutions require a simple majority of votes
cast by shareholders in order to pass. Certain extraordinary fundamental
changes, such as, among others, amalgamations, continuances, and sales, leases
or other dispositions of all or substantially all of the undertakings of a
corporation other than in the ordinary course of business, and other
extraordinary corporate actions such as liquidations, dissolutions and (if
ordered by a court) arrangements, are required to be approved by special
resolution. Under the CBCA, a special resolution means a resolution passed by a
majority of not less than two-thirds of the votes cast by the shareholders who
voted in respect of that resolution.

                                       23


Under the CBCA, there is no prescriptive period for which a proxy is valid, but
a proxy is only valid at the meeting in respect of which it is given or any
adjournment thereof.

Under the CBCA, cumulative voting on the election of directors is permitted if
provided for in the articles of the corporation. Where the articles provide for
cumulative voting certain protocols must be followed.

Under the CBCA, where a written statement is submitted by a director or auditor:
(i) a resolution in writing signed by all the shareholder entitled to vote on
that resolution at a meeting of shareholders is as valid as if it had been
passed at a meeting of the shareholders; and (ii) a resolution in writing
dealing with all matters required by the CBCA to be dealt with at a meeting of
shareholders, and signed by all the shareholder entitled to vote at that
meeting, satisfies all the requirements of the CBCA relating to meetings of
shareholders.

Except where the CBCA or the articles require approval by a special resolution
or unanimous resolution, a simple majority of the votes cast by shareholders
voting shares that carry the right to vote at a meeting is required to approve
any resolution properly brought before the stockholders.

The bylaws of FSI provide that generally all elections and questions must be
decided by the vote of a majority in interest of the stockholders present in
person or represented by proxy and entitled to vote at the meeting.

Under the CBCA, notice of an adjourned meeting of directors is not required to
be given if the time and place of the adjourned meeting is announced at the
original meeting.

The NRS provide that the vote of holders of a majority of the outstanding shares
entitled to vote is required to alter, amend, change or repeal a corporation's
certificate of incorporation, unless otherwise specified in a corporation's
certification of incorporation or bylaws. In addition, if the amendment to the
certificate of incorporation would increase or decrease the aggregate number of
authorized shares of a class, increase or decrease the par value of the shares
of such class, or alter or change the powers, preferences or special rights of
the shares of such class so as to affect them adversely, that class is entitled
to vote separately on the amendment whether or not it is designated as voting
stock. Furthermore, if the proposed amendment would alter or change the powers,
preferences or special rights of one or more series of any class so as to affect
them adversely, but will not so affect the entire class, then only the shares of
the series so affected by the amendment will be considered a separate class for
purposes of the class vote. The NRS reserves the power to the stockholders to
adopt, amend or repeal the bylaws unless the certificate of incorporation
confers such power on the board of directors in addition to the stockholders.
The certificate of incorporation of FSI provides that the board of directors of
FSI is expressly authorized to make, alter or repeal our bylaws.

Special Meeting of Shareholders

Under the CBCA, a special meeting of shareholders may be called by the board of
directors at any time or by the court upon application of a director or
shareholder. Further, the holders of not less than 5% of the issued shares of
the corporation that carry the right to vote at a meeting sought to be held may
requisition the directors to call a meeting of shareholders for the purposes
stated in the requisition. If the directors do not call a meeting within 21 days
after receiving the requisition to call a meeting, any shareholder who signed
the requisition may call the meeting.

Under the NRS, a special meeting may be called by a board of directors or by any
other person authorized to do so in the corporation's certificate of
incorporation or bylaws. The bylaws of FSI provide that special meetings of the
stockholders or of any class or series thereof entitled to vote may be called by
the President or by the chairman of the board of directors, or at the request in
writing by stockholders of record owning at least 20% percent of the issued and
outstanding voting shares of common stock of FSI.

                                       24


Votes Required for Extraordinary Transactions

Under the CBCA, approvals of amalgamations (except amalgamations between a
corporation and wholly owned subsidiaries), consolidations, and sales, leases,
or exchanges of substantially all the property of a corporation, other than in
the ordinary course of business of the corporation requires approval by the
stockholders by a special resolution at a duly called meeting. The special
resolution means a resolution passed at a meeting of shareholders by at least
2/3 of the votes cast by shareholders voting shares that carry the right to vote
at a meeting.

Under the NRS, mergers or consolidations generally require the approval of the
holders of a majority of the outstanding stock of the corporation entitled to
vote and stockholder approval is not required by a Nevada corporation:

   o if it is the surviving corporation in a merger requiring the issuance of
     common stock not exceeding 20% of the corporation's common stock
     outstanding immediately prior to the merger, the merger agreement does not
     amend in any respect the survivor's certification of incorporation, and
     stockholder approval is not specifically mandated in the survivor's
     certification of incorporation;
   o if it is the  surviving  corporation  in a merger  with a  subsidiary  in
     which it ownership was 90% or greater.

Unless a greater percentage is required by the certificate of incorporation, a
sale, lease, or exchange of all or substantially all the property or assets of a
Nevada corporation or an amendment to its certificate of incorporation also
requires the approval of the holders of a majority of the outstanding stock
entitled to vote on the matter.

Shareholder Action by Written Consent (In Lieu of a Meeting)

Under the CBCA, any action required or permitted to be taken at a meeting of the
stockholders  by an  ordinary  resolution  may be taken by a written  resolution
signed  by a  special  majority  of the  stockholders  entitled  to vote on such
resolution.  The  proposed  articles of FSI provide  that a special  majority is
two-thirds of the votes cast on the resolution. Any action required or permitted
to be taken at a meeting  of the  stockholders  by a special  resolution  may be
taken by a written resolution signed by all the shareholders entitled to vote on
such resolution.

Under the NRS,  stockholders may execute an action by written consent in lieu of
a stockholder  meeting,  unless such right is  eliminated  in the  corporation's
certificate  of  incorporation  or  bylaws,  if  holders  of  outstanding  stock
representing  not less than the minimum  number of votes that would be necessary
to take the action at an annual or  special  meeting  execute a written  consent
providing for the action.

Under the CBCA, in certain circumstances, a registered shareholder who disagrees
with a proposed  corporate action can require the company to purchase his or her
shares for their fair value.  The actions  giving rise to a right of dissent are
as follows:

    o   an   alteration   in  the  articles  of  a  company  by  altering  the
        restrictions  on the  business  carried  on or to be carried on by the
        company, or in its powers;
    o   various  forms  of  corporation  reorganizations,   amalgamation,   or
        arrangements (where permitted);
    o   a proposed sale, lease or exchange of all or substantially  all of the
        corporation's assets; or
    o   in respect of any resolution or court order or arrangement  permitting
        dissent.

Under the NRS,  stockholders  have the right to dissent and  exercise  appraisal
rights only with respect to forms of corporate  mergers and  consolidations  and
not in the  case  of  other  fundamental  change  such  as  the  sale  of all or
substantially  all of  the  assets  of  the  corporation  or  amendments  to the
certification  of  incorporation,   unless  so  provided  in  the  corporation's
certificate of  incorporation.  Stockholders  who have neither voted in favor of
nor consented to the merger or consolidation have the right to seek appraisal of
their  shares by  demanding  payment in cash for their  shares equal to the fair
value of such shares.  Fair value is  determined  by a court in an action timely
brought  by the  stockholders  who have  properly  demanded  appraisal  of their
shares.  In determining fair value, the court may consider all relevant factors,

                                       25


including  the rate of interest  which the  resulting or  surviving  corporation
would  have  had to  pay to  borrow  money  during  the  pendency  of the  court
proceedings.  In addition, under the NRS, appraisal rights are not available for
any shares of the surviving  corporation  if the merger did not require the vote
of the stockholders of the surviving corporation.

Oppression Remedies

Under the CBCA, a shareholder of a corporation has the right to apply to a court
on the grounds that the corporation is acting or proposes to act in a way that
is prejudicial to the shareholder. After the application is filed, the court may
make any order as it sees fit, including an order to prohibit any act proposed
by the corporation.

There are no equivalent statutory remedies under the NRS; however, stockholders
may be entitled to remedies for a violation of a director's fiduciary duties
under Nevada common law.

Inspection of Corporate Books and Records

Under the CBCA, current shareholders of a corporation are entitled to inspect,
without charge, all of the records the corporation is required to maintain under
the BCBCA, except for minutes of directors' meetings and directors' consent
resolutions (and those of committees of directors) and written dissents to
resolutions of directors. However, shareholders have the right to inspect the
portions of minutes of directors' meetings, or of directors' consent resolutions
and other records that contain disclosures of conflicts of interest by directors
and senior officers, and the right to inspect disclosures of certain financial
assistance made by the corporation.

Under NRS, stockholders have the right for any proper purpose to inspect, upon
written demand under oath stating the purpose for such inspection, the
corporation's stock ledger, list of stockholders and its other books and
records, and to make copies or extracts of the same. A proper purpose means a
purpose reasonably related to a person's interests as a stockholder.

Accounting Treatment of the Change of Our Corporate Jurisdiction

For United States accounting purposes, the change of our corporate jurisdiction
from Nevada to Canada by means of the continuation represents a non-substantive
exchange to be accounted for in a manner consistent with a transaction between
entities under common control. All assets, liabilities, revenues and expenses
will be reflected in the accounts of FSI based on existing carrying values at
the date of the exchange. The historical comparative figures of FSI will be
those of FSCA.

We will continue to prepare our financial statements in accordance with the
United States Generally Accepted Accounting Principles after the consummation of
the change of our corporate jurisdiction.

Certain  United  States  Federal  Income Tax  Consequences  of the Change of Our
Corporate Jurisdiction

Neither FSI nor FSCA will recognize a gain or loss in as a result of our change
in domicile.

The  following  is  a  general  summary  of  certain  U.S.  federal  income  tax
considerations  applicable  to  Shareholders  resulting  from the  change of our
corporate  jurisdiction  from the  State of  Nevada  to  Canada  by means of the
continuation  (the  "Continuation")  and the  ownership and  disposition  of FSI
Shares.

This summary is for general information purposes only and does not purport to be
a  complete  analysis  or  listing  of all  potential  U.S.  federal  income tax
considerations  that may apply to a Shareholder.  For example,  it does not take
into  account  the  individual   facts  and   circumstances  of  any  particular
Shareholder  that  may  affect  the  U.S.  federal  income  tax   considerations
applicable  to such  holder,  nor does it address  the state and local,  federal
estate and gift, federal  alternative minimum tax or foreign tax consequences to
a Shareholder  relating to the Continuation and the ownership and disposition of
FSI Shares acquired  thereby.  Accordingly,  this summary is not intended to be,
and should not be  construed  as, legal or U.S.  federal  income tax advice with
respect to any  Shareholder.  Each  Shareholder  is urged to consult its own tax
advisor regarding the U. S. federal tax consequences which may apply as a result
of the Continuation and the ownership and disposition of FSI and FSCA shares.

No ruling from the Internal  Revenue Service (the "IRS") has been requested,  or
will be  obtained,  regarding  the  U.S.  federal  income  tax  consequences  to
Shareholders as a result of the of the Continuation. This summary is not binding
on the  IRS,  and  the IRS is not  precluded  from  taking  a  position  that is
different  from,  and  contrary  to, the  positions  taken in this  summary.  In
addition, because the authorities on which this summary are based are subject to
various interpretations,  the IRS and the U.S. courts could disagree with one or
more of the positions taken in this summary.

This  summary is based on the  Internal  Revenue  Code of 1986,  as amended (the
"Code"), Treasury Regulations (whether final, temporary, or proposed), published
rulings  of  the  IRS,  published  administrative  positions  of  the  IRS,  the
Convention Between Canada and the United States of America with Respect to Taxes
on  Income  and  on  Capital,   signed  September  26,  1980,  as  amended  (the
"Canada-U.S. Tax Convention"), and U.S. court decisions that are applicable and,
in each case, as in effect and  available,  as of the date of this  registration
statement.  Any of the  authorities  on which  this  summary  is based  could be
changed in a material and adverse  manner at any time, and any such change could
be applied on a  retroactive  or  prospective  basis which could affect the U.S.
federal income tax considerations  described in this summary.  This summary does

                                       26


not  discuss  the  potential  effects,  whether  adverse or  beneficial,  of any
proposed  legislation  that, if enacted,  could be applied on a  retroactive  or
prospective basis.

As used in this summary, the term "U.S. Holder" means a beneficial owner of FSI
Shares (or, after the Continuation has been consummated, a beneficial owner of
FSCA Shares) that is for U.S. federal income tax purposes:

  (a) an individual who is a citizen or resident of the U.S.;

  (b) a corporation, or other entity classified as a corporation that is created
      or organized in or under the laws of the U.S. or any state in the U.S.,
      including the District of Columbia;

  (c) an estate if the income of such estate is subject to U.S. federal income
      tax regardless of the source of such income; or

  (d) a trust if (i) such trust has validly elected to be treated as a U.S.
      person for U.S. federal income tax purposes; or (ii) is subject to the
      supervision of a court within the United States and the control of one or
      more U.S. persons as described in the Code.

For purposes of this summary, a "Non-U.S. Holder" is a beneficial owner of FSI
Shares (or, after the Continuation, a beneficial owner of FSCA Shares) that is
neither a U.S. Holder nor a partnership.

This summary does not address the U.S. federal income tax  considerations of the
Continuation to Shareholders  that are subject to special  provisions  under the
Code, including: (a) Shareholders that are tax-exempt  organizations,  qualified
retirement  plans,   individual   retirement  accounts,  or  other  tax-deferred
accounts;  (b)  Shareholders  that  are  financial  institutions,  underwriters,
insurance  companies,  real estate investment  trusts,  or regulated  investment
companies;  (c) Shareholders  that are  broker-dealers,  dealers,  or traders in
securities or currencies that elect to apply a mark-to-market accounting method;
(d) Shareholders  that have a "functional  currency" other than the U.S. dollar;
e) Shareholders  that own FSI Shares (or after the Continuation is consummated,
FSCA Shares) as part of a straddle, hedging transaction, conversion transaction,
constructive  sale, or other arrangement  involving more than one position;  (f)
Shareholders that acquired FSI Shares (or after the Continuation is consummated,
FSCA  Shares) in  connection  with the  exercise  of employee  stock  options or
otherwise as compensation for services;  (g)  Shareholders  that hold FSI Shares
(or after the Continuation is consummated,  FSCA Shares) other than as a capital
asset within the meaning of Section 1221 of the Code  (generally,  property held
for investment  purposes);  and (h) partnerships and other pass-through entities
(and investors in such partnerships and entities).

This summary also does not address the U.S.  federal  income tax  considerations
applicable to  Shareholders  who are: (a) U.S.  expatriates or former  long-term
residents of the U.S.; (b) persons that have been, are, or will be a resident or
deemed to be a resident in Canada for  purposes  of the Income Tax Act  (Canada)
(the "Canadian  Act");  (c) persons that use or hold,  will use or hold, or that
are or will be deemed to use or hold FSI  Shares (or after the  Continuation  is
consummated,  FSCA Shares) in connection  with carrying on a business in Canada;
(d) persons whose FSI Shares (or after the  Continuation  is  consummated,  FSCA

                                       27


Shares)  constitute  "taxable Canadian  property" under the Canadian Act; or (e)
persons  that have a permanent  establishment  in Canada for the purposes of the
Canada-U.S. Tax Convention.  Shareholders that are subject to special provisions
under the Code,  including  Shareholders  described  immediately  above,  should
consult  their  own  tax  advisor  regarding  the  U.S.  federal,  U.S.  federal
alternative  minimum,  U.S.  federal estate and gift, U.S. state and local,  and
foreign tax  consequences  relating to the  Continuation  and the  ownership and
disposition of FSCA Shares received pursuant to the Continuation.

Finally,  this summary does not address the U.S. federal income tax consequences
of  transactions  effected  prior or  subsequent  to, or  concurrently  with the
Continuation,   including,   without   limitation:   any  vesting,   conversion,
assumption,  disposition,  exercise, exchange or other transaction involving any
rights to acquire FSI Shares or FSCA Shares,  including  any options or warrants
of FSI; and any transaction, other than the Continuation, in which securities of
FSI or FSCA are acquired.

If an entity that is classified as a partnership (or "pass-through"  entity) for
U.S.  federal income tax purposes holds FSI Shares (or after the Continuation is
consummated,  FSCA Shares),  the U.S.  federal income tax  consequences  to such
partnership  and  the  partners  of such  partnership  of  participating  in the
Continuation  and  the  ownership  of  FSCA  Shares  received  pursuant  to  the
Continuation  generally will depend on the activities of the partnership and the
status  of  such   partners.   Partners  of  entities  that  are  classified  as
partnerships  for U.S.  federal income tax purposes should consult their own tax
advisors  regarding the U.S. federal income tax consequences of the Continuation
and the ownership and disposition of FSCA Shares received thereby.

This discussion provides general information only and is not intended to be tax
advice to any particular Shareholder. Any U.S. Federal, state, or local tax
advice included in this discussion was not intended or written to be used, and
it cannot be used by any Shareholder, for the purpose of avoiding any penalties
that may be imposed by any U.S. Federal, state or local governmental taxing
authority or agency. This discussion was written solely to support the promotion
or marketing of the transactions or matters addressed in this Memorandum.
Investors should consult their own independent tax advisors in determining the
application to them of the U.S. federal income tax consequences set forth below
and any other U.S. federal, state, local foreign or other tax consequences to
them of the purchase, ownership and disposition of FSI and FSCA shares.
Investors should note that no rulings have been or will be sought from the IRS
with respect to any of the U.S. federal income tax consequences discussed below
and no assurance can be given that the IRS will not take positions contrary to
the conclusions stated below.

The U.S. Anti-Inversion Rules

FSI may be treated as a U.S.  corporation for U.S.  federal income tax purposes.
FSCA, a non-U.S.  corporation generally would be classified as a non-U.S. entity
(and,  therefore,  non-U.S.  tax residents)  under general rules of U.S. federal
income taxation.  However, Section 7874 of the Internal Revenue Code of 1986, as
amended (the "Code"),  contains rules that can result in a non-U.S.  corporation
being taxed as a U.S.  corporation for U.S. federal income tax purposes,  unless
certain specific tests regarding the level of business activities are satisfied.
Based on the  anticipated  level of business  activities  of the Company and its
relevant  affiliates,  it is  unclear  whether  the  tests  would be  satisfied.
Satisfaction of these tests will not be finally  determined until after the time
of the Change of Jurisdiction.  If it were determined that FSI would be taxed as
a U.S.  corporation  for U.S.  federal  income tax purposes,  the Company may be
liable for both  Canadian and U.S.  taxes,  which could have a material  adverse
effect on its financial condition and results of operations.

On the other hand, if the Company is to be treated as a non-U.S. corporation for
U.S. federal tax purposes,  certain adverse U.S. federal income tax consequences
could apply to a U.S.  Holder if the Company were treated as a passive  non-U.S.
investment  company  ("PFIC") for any taxable year during which the U.S.  Holder
holds FSI shares.  The Company may be  classified  as a PFIC and there can be no
assurance that the Company or any of its non-U.S.  corporate  subsidiaries would
not be treated as a PFIC for any taxable  year. If the Company were treated as a
PFIC,  U.S.  Holders of the Company  shares could be subject to certain  adverse
U.S.  federal  income tax  consequences  with  respect to a gain  realized  on a
taxable disposition of such shares, and certain  distributions  received on such
shares.  In addition,  dividends  received with respect to the Company shares or
with respect to the relevant non-U.S. corporate subsidiary, as applicable, would
not constitute  qualified dividend income eligible for preferential tax rates if
the Company or the relevant non-U.S.  corporate subsidiary, as applicable,  were
treated as a PFIC for the taxable year of the  distribution or for its preceding

                                       28


taxable year.  Certain  elections  may be available to U.S.  Holders to mitigate
some of the adverse tax consequences resulting from PFIC treatment.

The  Company  will  be  incorporated  under  the  laws  of  Canada.   Generally,
corporations  incorporated  outside of the United States are not treated as U.S.
corporations for U.S. federal income tax purposes.  However, as described below,
Section 7874 of the Code treats certain  corporations  incorporated  outside the
United States as U.S.  corporations  for U.S.  federal income tax purposes.  The
Company believes that it will be treated as a U.S.  corporation for U.S. federal
income tax purposes as a result of the Continuation.

Under Section 7874 of the Code, a corporation  created or organized  outside the
United States (i.e., a non-U.S.  corporation)  may  nevertheless be treated as a
U.S.  corporation for U.S. federal income tax purposes (and,  therefore,  a U.S.
tax resident and subject to U.S. federal income tax on its worldwide  income) if
each of the following  three  conditions  are met: (i) the non-U.S.  corporation
acquires,  directly or indirectly,  or is treated as acquiring under  applicable
Treasury  Regulations,  substantially  all  of  the  assets  held,  directly  or
indirectly,  by a U.S.  corporation,  (ii)  after the  acquisition,  the  former
stockholders of the U.S. corporation hold at least 80% (by vote or value) of the
shares of the  non-U.S.  corporation  by reason  of  holding  shares of the U.S.
corporation,  and  (iii)  after  the  acquisition,  the  non-U.S.  corporation's
expanded  affiliated group does not have substantial  business activities in the
non-U.S. corporation's country of organization or incorporation when compared to
the expanded affiliated group's total business activities.

As a result of the  Continuation,  (i) FSCA will likely be treated as indirectly
acquiring all of the assets of FSI and (ii) after the  Continuation,  the former
stockholders  of FSCA will likely own, in the  aggregate,  at least 80% (by vote
and  value) of FSI  common  shares by reason of their  ownership  of FSI  common
stock.  FSI believes  that it does not have  sufficient  business  activities in
Canada,  its  country of  incorporation,  to satisfy the  "substantial  business
activity"   exception  under  applicable  Section  7874  Treasury   Regulations.
Therefore,  under  current  law,  the  Company  should  be  treated  as  a  U.S.
corporation for U.S. federal income tax purposes.

The  remainder  of this  discussion  assumes  that FSI will be treated as a U.S.
corporation for U.S.  federal income tax purposes.  The U.S.  federal income tax
consequences  of owning  FSI shares  would be  materially  different  than those
stated herein if, notwithstanding FSI's expectation, FSI were to be treated as a
non-U.S. corporation for U.S. federal income tax purposes.

No ruling from the IRS or legal opinion  concerning the U.S.  federal income tax
consequences of the  Continuation  has been obtained and none will be requested.
Thus,   there  can  be  no  assurance  that  the  IRS  will  not  challenge  the
qualification  of the  Continuation  as a  tax-deferred F  reorganization  under
Section 368(a)(1)(F) of the Code, or that, if challenged, a U.S. court would not
agree with the IRS.

If the  Continuation  qualifies as an F  reorganization  and FSI is treated as a
U.S.  corporation for U.S.  federal tax purposes under Section 7874 of the Code,
then the following U.S. federal income tax  consequences  generally would result
for U.S. Holders:

  (a) no gain or loss will be recognized by a U.S. Holder on the exchange of FSI
      Shares for FSCA Shares pursuant to the Continuation;

  (b) the tax basis of a U.S. Holder in the FSI Shares acquired in exchange for
      FSCA Shares pursuant to the Continuation would be equal to such U.S.
      Holder's tax basis in FSI Shares exchanged;

  (c) the holding period of a U.S. Holder with respect to the FSCA Shares
      acquired in exchange for FSI Shares pursuant to the Continuation will
      include such U.S. Holder's holding period for FSI Shares; and

  (d) U.S. Holders who exchange FSCA Shares for FSI Shares pursuant to the
      Continuation generally would be required to report certain information to
      the IRS on their U.S. federal income tax returns for the tax year in which
      the Continuation occurs, and to retain certain records related to the
      Continuation.

U.S.  Holders  are urged to  consult  their tax  advisors  as to the  particular
consequences  of the  exchange  of FSI stock  for FSCA  shares  pursuant  to the
Continuation.

                                       29


Distributions by FSCA

The gross amount of cash distributions on FSCA shares would generally be taxable
to U.S. Holders as dividend income to the extent of the earnings and profits of
FSCA as determined for U.S. federal income purposes.

To the extent that the amount of any distribution exceeds FSCA's earnings and
profits, the distribution would generally first be treated as a tax-free return
of capital (with a corresponding reduction in the adjusted tax basis of a U.S.
holder's FSCA common shares), and thereafter would be taxed as a capital gain
recognized on a taxable disposition.

Dividends paid in a currency other than U.S. dollars will be included in a U.S.
Holder's gross income in a U.S. dollar amount based on the spot exchange rate in
effect on the date of actual or constructive receipt, whether or not the payment
is converted into U.S. dollars at that time. The U.S. Holder will have a tax
basis in such currency equal to such U.S. dollar amount, and any gain or loss
recognized upon a subsequent sale or conversion of the foreign currency for a
different U.S. dollar amount will be U.S. source ordinary income or loss. If the
dividend were converted into U.S. dollars on the date of receipt, a U.S. Holder
generally should not be required to recognize foreign currency gain or loss in
respect of the dividend income.

A U.S. Holder would generally recognize a taxable gain or loss on any sale or
other taxable disposition of FSI shares in an amount equal to the difference
between the amount realized from such sale or other taxable disposition and the
U.S. Holder's adjusted tax basis in such shares. Such recognized gain or loss
generally would be a capital gain or loss. Capital gains of non-corporate U.S.
Holders (including individuals) generally would be subject to U.S. federal
income tax at preferential rates if the U.S. Holder has held the FSI shares for
more than one year as of the date of the sale or other taxable disposition. The
deductibility of capital losses is subject to limitations. Any gain or loss
recognized by a U.S. Holder on the sale or other taxable disposition of FSCA
common shares generally would be treated as U.S. source gain or loss.

Material U.S. Federal Income Tax Considerations for Non-U.S. Holders

A non-U.S. Holder of FSCA shares generally would not be subject to U.S. federal
income or withholding tax on any gain realized on the disposition of FSCA shares
unless:

     o    the gain is  effectively  connected  with a U.S.  trade or business of
          such  non-U.S.  Holder  (or,  if an  income  tax  treaty  applies,  is
          attributable to a United States "permanent establishment"); or

     o    such  non-U.S.  Holder is an  individual  who is present in the United
          States for 183 days or more in the  taxable  year of the  disposition,
          and certain other conditions are met.

Gain recognized by a non-U.S. Holder of FSCA shares described in the first
bullet point above would generally be subject to tax under the rules described
above as if it were a U.S. Holder of FSCA shares. An individual non-U.S. Holder
of FSCA shares described in the second bullet point above would generally be
subject to a 30% tax on the gain, which may be offset by U.S. source capital
losses realized in the same year, even though the individual is not considered a
resident of the United States.

Additionally, non-U.S. Holders generally would be required to recognize gain and
be liable for U.S.  federal income and withholding tax with respect to a taxable
sale, exchange or other disposition of FSCA shares if FSCA were treated for U.S.
federal  income tax  purposes as a "U.S.  real  property  interest"  ("USRPHI").
Subject to certain exceptions,  FSCA would generally be a USRPHI if at any point
in the  preceding  5 years  the fair  market  value of its  U.S.  real  property
interests  equaled or exceeded  50% of the sum of the fair market  values of its
worldwide  real  property  interests  and other assets used or held for use in a
trade or business,  all as determined  under  applicable  Treasury  Regulations.
While not free from doubt,  the Company  believes that it has not been, and will
not be at the time of the  Change of  Jurisdiction,  a USRPHI  for U.S.  federal
income tax  purposes.  Non-U.S.  Holders are urged to consult  their tax advisor
about the consequences that could result if FSCA were a USRPHI.

                                       30


Assuming that FSCA is to be treated as a U.S. corporation for U.S. federal tax
purposes, a non-U.S. Holder generally would be subject to U.S. federal
withholding tax on dividends received from FSI, and could be subject to U.S.
federal income tax if the dividends were effectively connected with the non-U.S.
Holder's conduct of a trade or business in the United States (and, if an income
tax treaty applies, the dividends are attributable to a permanent establishment
or fixed place of business maintained by the non-U.S. Holder in the United
States).

Certain  Canadian Federal Income Tax Consequences of the Change of Our Corporate
Jurisdiction

The following summarizes certain Canadian federal income tax consequences under
the Canadian Act applicable to our company and our stockholders resulting from
the change of our corporate jurisdiction by means of the continuation, and
thereafter of holding and disposing of common shares in the capital of FSCA.

Comments on tax consequences to shareholders is restricted to shareholders (each
in this summary a "Holder") of our company each of whom is an individual  (other
than a trust)  or  corporation  who or  which,  at all  material  times  for the
purposes of the Canadian  Act,  holds all of its common shares in the capital of
FSCA solely as capital  property,  acts at arm's length with FSCA,  and is not a
"financial  institution" to which the "mark to market" rules apply, a "specified
financial  institution"  nor a  shareholder  in respect of whom our company is a
"foreign  affiliate" under the Canadian Act. Comment is further  restricted,  in
the case of any Holder who is not resident in Canada for Canadian federal income
tax purposes (in this  commentary,  a  "Non-resident  Holder"),  to Non-resident
Holders  whose  common  shares in the  capital of FSCA are not used in or in the
course of  carrying on a business in Canada,  and will not  constitute  "taxable
Canadian  property"  at any  particular  time after the change of our  corporate
jurisdiction.  In general, a common share of FSCA held by a Non-resident  Holder
will not constitute  taxable Canadian  property at any particular time after the
change of our  corporate  jurisdiction  provided  that at that  time the  common
shares of FSCA are listed on a designated stock exchange for the purposes of the
Canadian Act, which includes Tiers 1 and 2 of the Canadian Securities  Exchange,
unless at any particular time during the five year period that ends at that time
either  the  Non-resident  Holder,  or any one or more  persons  with  whom  the
Non-resident Holder does not deal at arm's length,  alone or in any combination,
held or had a right to acquire 25% or more of the issued  shares of any class in
the  capital  stock of FSCA and more  than 50% of the fair  market  value of the
common  shares  of FSCA  was  derived  directly  or  indirectly  from one or any
combination of real or immovable property situated in Canada,  Canadian resource
properties, timber resource properties, or options in respect of or interests in
the foregoing.

This  summary  assumes  that we will  not,  at the  time  of the  change  of our
corporate  jurisdiction,  own shares of a corporation that is resident in Canada
for the purposes of the Canadian Act.

Comment is based on the current  provisions of the Canadian Act and regulations,
all amendments thereto publicly proposed by the Minister of Finance of Canada to
the date hereof,  and our Canadian tax advisor's  understanding of the published
administrative  practices of the Canada Revenue Agency ("CRA"). Unless otherwise
expressly  stated,  it is  assumed  that all  such  amendments  will be  enacted
substantially  as currently  proposed,  and that there will be no other material
change to any relevant law or  administrative  practice,  although no assurances
can be  given  in these  respects.  Except  to the  extent  otherwise  expressly
provided, this summary does not take into account any provincial, territorial or
foreign tax law, nor any bilateral income tax treaty to which Canada is a party.
Canadian income tax laws, regulations and the interpretation thereof are subject
to change,  which could materially alter the following summary.  If there should
be any change  having  retroactive  effect in the Canadian Act,  regulations  or
administrative  practices of the CRA then there may also be material  changes to
the following summary.

This summary is of a general  nature only and is not, and is not to be construed
as, Canadian tax advice to any particular Holder. Each Holder is urged to obtain
independent  advice  as to  the  legal  and  Canadian  tax  implications  of the
continuation,  and  thereafter  of holding and disposing of common shares in the
capital of FSCA, applicable to the Holder's particular circumstances.

Canadian Federal Income Tax Consequences

As a result of the  continuation,  FSI will be deemed to have  disposed  of, and
FSCA will be deemed to have  immediately  thereafter  reacquired,  each property
owned  by FSI at its  fair  market  value  immediately  before  the  time of the
continuation.  The  Company  will be  subject  to  Canadian  federal  income tax
liabilities  with  respect  to any  gains  realized  as a result  of the  deemed
disposition of all of its assets that constitute "taxable Canadian property" for

                                       31


the purposes of the Canadian  federal  income tax.  Following the  continuation,
gains  arising on the future  disposition  of property  of the  Company  will be
subject to tax in Canada.  However,  the  effect of the deemed  disposition  and
reacquisition  is that any  gains or  losses  that  accrued  to FSI  before  the
continuation  of FSI to Canada  will  generally  not be taken  into  account  in
determining  the  Company's  liability  for tax under the  Canadian Act when the
Company  actually  disposes  of, or is deemed to dispose of, the  property.  The
deemed disposition and reacquisition will be relevant not only for capital gains
purposes but also in determining the cost of the FSI's property for capital cost
allowance and inventory purposes.

As a result  of the  continuation,  the  Company  will be  deemed  to have  been
incorporated in Canada from that point onward, and not to have been incorporated
elsewhere.  The  Company  will  be  deemed  to  have  had a  taxation  year  end
immediately  before  the time of the  continuation,  and will be  deemed to have
commenced a new tax year at the time of the  continuation.  The Company  will be
able to choose a new fiscal year end falling  within the 53 weeks  following the
date of the continuation.

Resident Holders and Non-resident Holders

The  continuation  will not cause a  disposition  or deemed  disposition  of the
shares of common stock of FSI Nevada held by any Holder,  and therefore will not
cause the  realization  of any  capital  gain or  capital  loss by the Holder in
respect of such shares.

The paid-up  capital of shares of the  Company's  common stock may be subject to
adjustment upon the continuation. The Company will be deemed to have disposed of
all of its assets  immediately  before the  continuation  and to have reacquired
them on the  continuation  at a cost equal to their fair  market  value.  If the
resulting tax cost of the  Company's  assets,  net of the Company's  outstanding
liabilities  at the time of the  continuation  ("Net Tax Cost") is less than the
aggregate  paid-up  capital of its common  shares,  the  paid-up  capital of the
Company's  common shares will be reduced to an amount equal the Net Tax Cost. If
the Company's Net Tax Cost is greater than the aggregate  paid-up capital of its
common shares,  the Company may elect,  within 90 days of the  continuation,  to
increase the paid-up capital of its common shares.  If the Company makes such an
election,  it will be  deemed to have paid  prior to the  continuation,  and the
holders of the Company's common shares will be deemed to have received pro rata,
a dividend in respect of the Company's  common  shares.  It is not intended that
the Company will make this election if available.

Disposing of Common Shares

Canadian Resident Holders

The normal rules for the taxation of capital gains and losses applicable before
the change of our corporate jurisdiction to Holders who are resident in Canada
for the purposes of the Canadian Act (each a "Resident Holder") will continue to
apply to Resident Holders in respect of a disposition of common shares in the
capital of FSCA after the continuation.

In summary, these rules will provide that a Resident Holder who disposes of such
a common share after the continuation will realize a capital gain (capital loss)
equal to the amount by which the proceeds received by the Resident Holder on the
disposition exceed (are exceeded by) the adjusted cost base of the common share
to the Resident Holder.

The Resident Holder will be required to include one half of any such capital
gain (taxable capital gain) in income to be taxed at normal rates.

The Resident Holder may deduct one half of any such capital loss (allowable
capital loss) from taxable capital gains realized in the taxation year of the
Resident Holder in which the disposition occurs and, to the extent not so
deductible, from taxable capital gains realized in any of the three preceding
taxation years or any subsequent taxation year.

                                       32


The Resident Holder, if a  "Canadian-controlled  private corporation" as defined
for the  purposes of the Canadian  Act,  will be required to include any taxable
capital  gain  so  arising  in its  "aggregate  investment  income"  and  pay an
additional  refundable tax equal to 10 2/3% of its aggregate  investment income,
and will be entitled to a refund of such  additional  tax at the rate of 38 1/3%
of refund  for every  CDN$1 of  taxable  dividends  that it  subsequently  pays.
Non-resident Holders

Generally, a Non-resident Holder who is a US resident for the purposes of the
Canada - U.S. Income Tax Convention who disposes of common shares in the capital
of the Company after the change of our corporate jurisdiction will not incur any
tax liability provided that at the time of disposition not more than 50% of the
value of the common shares in the capital of the Company derives from "real
property" situated in Canada as defined for the purposes of the Canada - U.S.
Income Tax Convention (which includes among other things, any right to explore
for or exploit mineral deposits and sources in Canada and other natural
resources in Canada, or any right to an amount computed by reference to the
production, including profit, from, or to the value of production from, mineral
deposits and sources in Canada and other natural resources in Canada).

A Non-resident Holder who disposes of common shares in the capital of the
Company after the change of our corporate jurisdiction will not incur any
liability for Canadian federal income tax in respect of any taxable capital gain
so arising, nor be permitted to deduct any allowable capital loss so arising
from taxable capital gains (if any) of the Non-resident Holder otherwise subject
to Canadian federal income tax if at the time of disposition such common shares
are not taxable Canadian property to the Non-resident Holder.

The Non-resident Holder will not be required to obtain a tax clearance
certificate from CRA in respect of the disposition provided that at the time of
disposition the common shares in the capital of the Company are listed on a
Canadian or foreign "recognized stock exchange" (as defined under the Canadian
Act), which includes a designated stock exchange, such as the Canadian
Securities Exchange.

Any Non-resident Holder who is contemplating disposing of common shares in the
capital of the Company after the change of our corporate jurisdiction should
obtain Canadian tax advice as to whether the Non-resident Holder will be subject
to Canadian tax, or be required to obtain a tax clearance certificate from CRA,
in respect of the disposition.

Dividends on Common Shares

Canadian Resident Holders

A Resident Holder who is an individual will be required to include the amount of
any dividend actually or deemed to have been received after the change of our
corporate jurisdiction on a common share in the capital of the Company in
income, subject to the usual dividend gross-up and dividend tax credit rules
applicable to dividends paid by a taxable Canadian corporation.

A Resident  Holder that is a corporation  will be required to include the amount
of any dividend  actually or deemed to have been received by it after the change
of our corporate jurisdiction on a common share in the capital of the Company in
income,  but  generally  will be  entitled  to  deduct an  equivalent  amount in
computing its taxable income. The corporation,  if it is a "private corporation"
as defined for the purposes of the CBCA, or a  corporation  controlled by or for
the benefit of an individual or any related group of individuals,  may be liable
for a 38 1/3%  refundable tax ("Part IV Tax") on any such dividend to the extent
that the dividend was  deductible in computing its taxable  income,  and will be
entitled  to a refund of such  Part IV Tax at the rate of 38 1/3% of refund  for
every CDN$1 of taxable dividends that it subsequently pays.

Non-resident Holders

Each Non-resident Holder will be required to pay Canadian withholding tax on the
amount of any dividend, including any stock dividend, paid or credited or deemed
to be  paid or  credited  by the  Company  after  the  change  of our  corporate
jurisdiction  to  the  Non-resident  Holder  on a  common  share.  The  rate  of
withholding tax is 25% of the gross amount of the dividend,  or such lesser rate
as may be  available  under  an  applicable  income  tax  treaty.  The  rate  of
withholding tax under the Canada - U.S.  Income Tax  Convention,  subject to the

                                       33


limitation of benefits article,  applicable to a dividend paid to a Non-resident
Holder who is a resident of the United  States for the  purposes of the Canada -
U.S.  Income Tax Convention is 5% if the  Non-resident  Holder is a company that
owns at least 10% of the voting stock of FSI, and 15% in any other case,  of the
gross amount of the dividend.  the Company will be required to withhold any such
tax from the dividend,  and remit the tax directly to CRA for the account of the
Non-resident Holder.

Reporting Obligations under Securities Laws

If we change our corporate jurisdiction to Canada, we will still have to comply
with reporting requirements under the United States securities laws. However,
these requirements should be reduced because we would no longer be a United
States company.

We currently prepare our financial statements in accordance with United States
generally accepted accounting principles ("US GAAP"). We file our audited annual
financial statements with the Securities and Exchange Commission on annual
reports on Form 10-K and our unaudited interim financial statements with the
Securities and Exchange Commission on quarterly reports on Form 10-Q. Upon
completion of the continuation, we anticipate that we will meet the definition
of a "foreign private issuer" under the Securities Exchange Act of 1934. As a
foreign private issuer, we can file an annual report on Form 20-F each year with
the Securities and Exchange Commission and we can file our interim financial
statements and management's discussion and analysis with the Securities and
Exchange Commission on Form 6-K. We anticipate that we will continue to prepare
our financial statements in accordance with GAAP subsequent to the change of our
corporate jurisdiction.

In  addition,  as  a  foreign  private  issuer,  our  directors,   officers  and
stockholders owning more than 10% of our outstanding common stock will no longer
be  subject  to the  insider  reporting  requirements  of  Section  16(b) of the
Securities  Exchange  Act of 1934 and we will no longer be  subject to the proxy
rules  of  Section  14 of the  Securities  Exchange  Act of  1934.  Furthermore,
Regulation FD does not apply to non-United  States  companies and will not apply
to us upon completion of the continuation.

Quotation on the NYSE American

Our common stock is quoted on the NYSE American under the symbol "FSI". We
expect that immediately following the continuation, our common shares will
requalify to be quoted on the NYSE American.

Risk Factors Pertaining to Our Change in Domicile

We may still be treated as a U.S.  corporation and taxed on our worldwide income
after the change of domicile.

The  change of  domicile  of our  company  from the State of Nevada to Canada is
considered  a  migration  of our  company  from the State of  Nevada to  Canada.
Certain   transactions   whereby  a  U.S.  corporation  migrates  to  a  foreign
jurisdiction  can be considered by the United States  Congress to be an abuse of
the U.S. tax rules because  thereafter the foreign entity is not subject to U.S.
tax on its worldwide  income.  Section  7874(b) of the Internal  Revenue Code of
1986,  as amended (the  "Code"),  was enacted in 2004 to address this  potential
abuse.  Section 7874(b) of the Code provides generally that certain corporations
that migrate from the United States will nonetheless  remain subject to U.S. tax
on their worldwide income unless the migrating  entity has substantial  business
activities in the foreign  country to which it is migrating when compared to its
total business activities.

If Section 7874(b) of the Code applies to the migration of our company from the
State of Nevada to Canada, our company would continue to be subject to United
States federal income taxation on its world-wide income. Section 7874(b) of the
Code could apply to our migration unless we have substantial business activities
in Canada when compared to our total business activities.

If FSCA is treated as a U.S.  corporation  for U.S.  federal tax purposes  under
Section 7874 of the Code, then the Company  believes the  Continuation  would be
treated as a  reorganization  under Section 368(a) of the Code and the following
U.S. federal income tax consequences generally would result for U.S. Holders:

                                       34


     (a)  no gain or loss will be recognized by a U.S. Holder on the exchange of
          FSI Shares for FSCA Shares pursuant to the Continuation;

     (b)  the tax basis of a U.S. Holder in the FSCA Shares acquired in exchange
          for FSI shares  pursuant  to the  Continuation  would be equal to such
          U.S. Holder's tax basis in FSI shares exchanged;

     (c)  the holding  period of a U.S.  Holder with  respect to the FSCA Shares
          acquired in exchange for FSI Shares pursuant to the Continuation  will
          include such U.S. Holder's holding period for FSCA Shares; and

     (d)  U.S.  Holders who exchange FSI Shares for FSCA Shares  pursuant to the
          Continuation generally would be required to report certain information
          to the IRS on their U.S.  federal  income tax returns for the tax year
          in which  the  Continuation  occurs,  and to  retain  certain  records
          related to the Continuation.

We may be classified as a Passive Foreign  Investment Company as a result of the
continuation.

Sections 1291 to 1298 of the Code contain the Passive Foreign Investment Company
("PFIC") rules. These rules generally provide for punitive treatment to "U.S.
holders" (as defined in the section titled "Certain United States Federal Income
Tax Consequences") of PFICs. A foreign corporation is classified as a PFIC if
more than 75% of its gross income is passive income or more than 50% of its
assets produce passive income or are held for the production of passive income.
These rules would not apply if the Section 7874(b) rules, as noted above, deem
FSCA to be considered as a U.S. corporation for U.S. federal tax purposes.

Because we expect that most of our assets after the continuation will be cash or
cash equivalents and shares of our wholly-owned subsidiary, we may in the future
be classified as a PFIC if Section 7874 is not applicable. If we are classified
as a PFIC after migration, then the holders of shares of our company who are
U.S. taxpayers may be subject to PFIC provisions which may impose U.S. taxes, in
addition to those normally applicable, on the sale of their shares of our
company or on distribution from our company.

If we complete the continuation, we will no longer be required to file quarterly
financial  statements  that have been  reviewed by our  independent  auditors on
Forms 10-Q, as required by the Securities Exchange Act of 1934.

If we change our corporate jurisdiction to Canada, we will still have to comply
with reporting requirements under United States securities laws. However, these
requirements could be reduced because we will no longer be incorporated in a
state of the United States.

We currently  prepare our financial  statements in accordance with United States
generally accepted accounting principles ("US GAAP"). We file our audited annual
financial statements with the Securities and Exchange Commission with our annual
reports on Form 10-K and we file our unaudited interim financial statements with
the Securities and Exchange  Commission with our quarterly reports on Form 10-Q.
Upon  completion  of the  continuation,  we  anticipate  that we will  meet  the
definition of a "foreign  private  issuer" under the Securities  Exchange Act of
1934, as amended.  As a foreign  private  issuer,  we anticipate that we will be
eligible to file our annual  reports each year with the  Securities and Exchange
Commission on Form 20-F. As a foreign  private  issuer filing annual  reports on
Form 20F,  we would not be  required  to file  quarterly  reports on Forms 10-Q.
Instead,  we would  file  with  the  Securities  and  Exchange  Commission  on a
quarterly  basis  interim  financial  statements  that  are not  required  to be
reviewed by our auditors, together with management's discussion and analysis.

If we complete  the  continuation,  insiders  of our  company  will no longer be
required to file insider reports under Section 16(a) of the Securities  Exchange
Act of 1934 and they will no longer be subject to the "short  swing profit rule"
of Section 16(b) of the Securities Exchange Act of 1934.

As a foreign private issuer,  our directors,  officers and  stockholders  owning
more than 10% of our  outstanding  common  stock will be subject to the  insider
filing requirements  imposed by Canadian securities laws but they will be exempt
from the insider  requirements  imposed by Section 16 of the Securities Exchange
Act of  1934.  The  Canadian  securities  laws do not  impose  on  insiders  any
equivalent  of the "short swing profit  rule"  imposed by Section 16 and,  after
completion  of the  continuation,  our insiders will not be subject to liability
for profits realized from any "short swing" trading transactions,  or a purchase

                                       35


and sale, or a sale and purchase,  of our equity securities within less than six
months.  As a  result,  our  stockholders  may not  enjoy  the  same  degree  of
protection  against  insider  trading  as they  would  under  Section  16 of the
Securities Exchange Act of 1934.

If we  complete  the  continuation,  our  company  will no longer be required to
comply with Regulation FD.

Regulation FD, which was  promulgated by the Securities and Exchange  Commission
under  the  Securities  Exchange  Act  of  1934  to  prevent  certain  selective
disclosure by reporting companies, does not apply to non-United States companies
and will not apply to us upon completion of the continuation.  As a result,  our
stockholders  may not enjoy  the same  degree of  protection  against  selective
disclosure  as they would under  Section 16 of the  Securities  Exchange  Act of
1934.

Your  rights as a  stockholder  of our  company  will  change as a result of the
continuation.

Because of the differences between Nevada law and Canadian law, your rights as a
stockholder will change if the continuation is completed. For a detailed
discussion of these differences, see "Material Differences of the Rights of Our
Stockholders After the Change of Our Corporate Jurisdiction." beginning at page
__ of this proxy statement/prospectus.

The market for shares of our company as a Canadian  corporation  may differ from
the market for shares of our company as a Nevada corporation.

Although we anticipate that our common shares will requalify to be quoted on the
NYSE American following the completion of the continuation, the market prices,
trading volume and volatility of the shares of our company as a Canadian
corporation could be different from those of the shares of our company as a
Nevada corporation. We cannot predict what effect, if any, the continuation will
have on the market price prevailing from time to time or the liquidity of our
common shares.

The exercise of dissent and appraisal  rights by our  shareholders may adversely
impact the Company.

Pursuant to the  Dissenters  Rights  Provisions of Nevada  corporate law, if the
conversion is completed,  former  stockholders  who did not vote in favor of the
continuation  may elect to have the  company  purchase  their  shares for a cash
price  that is equal to the "fair  value" of such  shares,  as  determined  in a
judicial  proceeding.  The fair value means the value of such shares immediately
before the  effectuation  of the  continuation  excluding  any  appreciation  or
depreciation  in  anticipation  of the  continuation,  unless  exclusion  of any
appreciation or depreciation  would be inequitable.  If sufficient  shareholders
elect to have us purchase  their shares,  the liability  resulting from the fair
value of those  shares will  adversely  impact the  financial  condition  of the
company,  cause significant  volatility in the price of the our company's common
shares,  or materially  impair the ability of our company to execute its plan of
operation.

  Our board of directors recommends that you vote FOR the change in domicile.

                              STOCKHOLDER 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,  2018 must be  received  by the  Company's
Secretary no later than _______________, 2018.

All stockholder proposals, notices and requests should be made in writing and
sent via registered, certified or express mail, to the Company at its address in
Alberta, Canada, Attention: President.

With respect to business to be brought before our annual meeting of stockholders
to be held on _____________, 2018, we have received no notices from our
stockholders that we were required to include in this proxy
statement/prospectus.

                                       36


                                  OTHER MATTERS

Our board of directors  does not intend to bring any other  business  before the
annual and special meeting, and so far as is known to our board of directors, no
matters  are to be  brought  before the annual  and  special  meeting  except as
specified in the notice of the annual and special meeting.  If any other matters
are properly brought before the annual and special meeting,  it is the intention
of the persons named on the proxy to vote the shares represented by the proxy on
such matters in accordance with their judgment.


                                 INDEMNIFICATION

     The Nevada Revised Statutes and our Bylaws authorize  indemnification  of a
director,  officer,  employee  or  agent  against  expenses  incurred  by him in
connection with any action,  suit, or proceeding to which he is named a party by
reason of his having acted or served in such  capacity,  except for  liabilities
arising from his own  misconduct or negligence  in  performance  of his duty. In
addition,  even a  director,  officer,  employee,  or  agent  found  liable  for
misconduct  or  negligence  in the  performance  of his  duty  may  obtain  such
indemnification  if, in view of all the  circumstances  in the case,  a court of
competent jurisdiction  determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933  may  be  permitted  to our  directors,  officers,  or
controlling persons pursuant to these provisions,  we have been informed that in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.


                              AVAILABLE INFORMATION

We have  filed  with the  Securities  and  Exchange  Commission  a  Registration
Statement on Form S-4 (together  with all  amendments  and  exhibits)  under the
Securities Act of 1933, as amended,  with respect to the  securities  offered by
this  proxy  statement/prospectus.  This  proxy  statement/prospectus  does  not
contain all of the information in the Registration  Statement,  certain parts of
which are omitted in accordance with the rules and regulations of the Securities
and Exchange Commission.

We are subject to the requirements of the Securities Exchange Act of l934 and
are required to file reports and other information with the Securities and
Exchange Commission. Copies of any such reports and other information (which
includes our financial statements) filed by us can be read and copied at the
Commission's Public Reference Room.

The public may obtain information on the operation of the Public Reference Room
by calling the Commission at (800) SEC-0330. The Public Reference Room is
located at 100 F. Street, N.E., Washington, D.C. 20549.

Our Registration Statement and all reports and other information we file with
the Securities and Exchange Commission are also available at www.sec.gov, the
website of the Securities and Exchange Commission.

We undertake, on your written request, to provide without charge a copy of our
annual report on Form 10-K for the year ended December 31, 2017, as filed with
the Securities and Exchange Commission on April 2, 2018. Request should be made
to our company at Flexible Solutions International, Inc., 6001 54 Ave., Taber,
Alberta, Canada T1G 1X4, Attention: President.

                           FORWARD-LOOKING STATEMENTS

This   proxy   statement/prospectus    contains   forward-looking    statements.
Forward-looking  statements are projections of events, revenues,  income, future
economic performance or management's plans and objectives for future operations.
In  some  cases,  you  can  identify  forward-looking  statements  by the use of
terminology such as "may", "should", "expect", "plan", "anticipate",  "believe",
"estimate",  "predict", "potential" or "continue" or the negative of these terms
or other comparable terminology.

                                       37


Forward-looking statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including:

     o    General economic and business conditions;
     o    Fluctuations in prices and demand for our products; and
     o    Political changes in Canada and the United States,  which could affect
          our operations there,

any of which may cause our company's or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.

While these  forward-looking  statements and any assumptions upon which they are
based are made in good faith and  reflect  our current  judgment  regarding  the
direction of our business,  actual  results will almost  always vary,  sometimes
materially, from any estimates, predictions,  projections,  assumptions or other
future  performance  suggested  herein.  Except as required by  applicable  law,
including the securities  laws of the United States,  we do not intend to update
any of the  forward-looking  statements  to conform  these  statements to actual
results.



                                       38




                                  SCHEDULE "A"


                               PLAN OF CONVERSION



                             ARTICLES OF CONVERSION
                            (PURSUANT TO NRS 92A.205)


1.   Name and  jurisdiction of organization of constituent  entity and resulting
     entity:

      Flexible Solutions International, Inc.
      --------------------------------------
      Name of Entity

      Nevada                              Corporation
      ------------                        --------------
      Jurisdiction                        Entity Type

      and,

      Flexible Solutions International, Inc.
      --------------------------------------
      Name of resulting entity

      Canada                              Corporation
      ------------                        -------------
      Jurisdiction                        Entity Type

2.   A plan  of  conversion  has  been  adopted  by the  constituent  entity  in
     compliance  with  the law of the  jurisdiction  governing  the  constituent
     entity.

3.   The entire plan of conversion is attached to these articles.

4.   Forwarding  address where copies of process may be sent by the Secretary of
     State of  Nevada  (if a  foreign  entity  is the  resulting  entity  in the
     conversion).

           Attn: Daniel B. O'Brien
           c/o:  Hart & Hart, LLC
                 1624 Washington Street
                 Denver, CO  80203

5.   Effective  date and time of filing:  (optional)  (must not be later than 90
     days after the certificate is filed).

      Date: ________________        Time: ____________

6.   Signatures

      Flexible Solutions International, Inc.
      --------------------------------------
      Name of constituent entity

                                       Chief Executive Officer
------------------------------------   -----------------------    ------------
      Signature                               Title                   Date




                               PLAN OF CONVERSION
                                       OF
                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

     This  Plan of  Conversion  (the  "Plan")  is  hereby  adopted  by  Flexible
Solutions International, Inc., a Nevada corporation as of May __, 2018.

1.   Parties to the Conversion.

     The   name  of  the   converting   organization   is   Flexible   Solutions
International,  Inc., a Nevada corporation (the "Corporation").  The name of the
converted organization is Flexible Solutions International,  Inc., a corporation
organized   under  the  Canada   Business   Corporations   Act  (the  "Converted
Corporation").

2.   Effective Time.

     The conversion contemplated by this Plan shall be effective upon the filing
and acceptance of the Articles of Continuance with the regulatory authorities in
Canada (the "Effective Time").

3.   Terms and Conditions of Conversion.

     The conversion of the Corporation  into the Converted  Corporation is being
consummated pursuant to Section 92A of the Nevada Revised and Section 187 of the
Canada  Business  Corporations  Act. The officers of the  Corporation are hereby
authorized to file Articles of Conversion with the Nevada Secretary of State and
Articles  of  Continuance   with  the   regulatory   authorities  in  Canada  in
substantially the forms attached hereto as Exhibit A and Exhibit B respectively.

     At the  Effective  Time,  each share of stock in the  Corporation  shall be
converted   into  one  share  of  stock  of  the  Converted   Corporation   with
substantially similar economic rights.

     At the  Effective  Time,  each  stock  option,  warrant  or other  right to
purchase  shares  of  common  stock  in  the  Corporation   (collectively,   the
"Options"),  if any,  that are  outstanding  as of the  Effective  Time shall be
converted into an option, warrant or other right,  respectively,  to purchase an
equal number of common shares of the Converted Corporation.

     At the Effective  Time,  (1) all property  owned by the  Corporation  shall
remain  vested in the Converted  Corporation,  (2) all debts,  liabilities,  and
other  obligations  of the  Corporation  shall  continue as  obligations  of the
Converted  Corporation,  (3) an action or  proceeding  pending by or against the
Corporation may be continued as if the conversion had not occurred,  and (4) all
rights,  privileges,  immunities,  and powers of the  Corporation  shall  remain
vested in the Converted Corporation.

4.   Capitalization.

     Upon  completion of the  conversion,  all  shareholders  of the outstanding
shares of the Corporation shall  automatically  become  shareholders  owning the
same number of shares of the Converted Corporation.  All terms and conditions of
all stock purchase  agreements and any other shareholder  agreements  between or
among the Corporation and its shareholders shall remain in full force and effect
and binding upon the Converted  Corporation  and its  stockholders  according to
their  terms,   including  any  and  all  restrictions  on  share  transfers  by
shareholders.

5.   Governing Documents.

     The Articles of  Incorporation  and the Bylaws of the Corporation  shall be
terminated  as  of  the  Effective  Time,  and  the  affairs  of  the  Converted
Corporation  shall  thereafter  be  governed  by  the  Articles  of  Continuance
(attached  as  Exhibit  B  hereto)  and  By-laws  of the  Converted  Corporation
(attached as Exhibit "C" hereto),  each of which shall be dated and effective as
of the Effective  Time,  subject to such amendments as the board or shareholders
may make to the  Articles  of  Continuance  or Bylaws at or after the  Effective
Time.



6.   Termination.

     The Plan may be amended or terminated with the written consent of the Board
of  Directors  of the  Corporation  any time prior to the filings  described  in
Section 3 of the Plan.

7.   Other Actions.

     The officers of the Corporation,  or any one of them, are hereby authorized
to execute and deliver any and all documents and instruments and to take any and
all such actions on behalf of the  Corporation  and the members  thereof as they
may deem necessary or desirable in order to carry out the intent and purposes of
the Plan,  the execution and delivery of such  documents or  instruments  or the
taking  of such  actions  to be  conclusive  evidence  that such  execution  and
delivery or the taking of such actions was authorized by this Plan.

IN WITNESS  WHEREOF,  the undersigned has executed this Plan of Conversion as of
the day and year first above written.


                                       FLEXIBLE SOLUTIONS INTERNATIONAL, INC.


                                       ----------------------------------------
                                       Name: Daniel B. O'Brien
                                       Title: Chief Executive Officer






                     Canada Business Corporation Act (CBCA)
                                     FORM 11
                             ARTICLES OF CONTINUANCE
                                  (Section 187)

     1. Corporate Name

        Flexible Solutions International, Inc.

     2. The  province or  territory  in Canada  where the  registered  office is
situated (do not indicate the full address)

        Alberta

     3. The  classes and any maximum  number of shares that the  corporation  is
authorized to issue

        The Corporation is authorized to issue an unlimited number of common and
        preferred shares.

     4. Restrictions, if any, on share transfers

        None

     5.  Minimum  and  maximum  number  of  directors  (for a  fixed  number  of
directors, indicate the same number in both boxes)

        Minimum number - 1            Maximum number - 10

     6. Restrictions, if any, on the business the corporation may carry on

        None

     7. a) If change of name effected, previous name

                Not applicable

        b) Details of incorporation

               The  Corporation  was  domesticated   under  the  Nevada  Revised
               Statutes on May 12, 1996.

     8. Other provisions, if any

        See attached schedule/Voir l'annexe ci-jointe






     9. Declaration

        I hereby certify that I am a director or an authorized officer of the
        Corporation continuing into the CBCA.

      Daniel B. O'Brien
      ------------------------      ------------------------
      Print Name                    Signature

\






                                 SCHEDULE/ANNEXE

                       Oher provisions/Autres dispositions


Without in any way restricting the powers conferred upon the Corporation or its
board of directors by the Canada Business Corporations Act, as now enacted or as
the same may from time to time be amended, re-enacted or replaced, the board of
directors may from time to time, without authorization of the shareholders, in
such amounts and on such terms as it deems expedient:

     a)   borrow money upon the credit of the Corporation;

     b)   issue, re-issue, sell or pledge debt obligations of the Corporation;

     c)   subject to the provisions of the Canada Business  Corporations Act, as
          now  enacted  or as the  same  may  from  time  to  time  be  amended,
          re-enacted or replaced,  give a guarantee on behalf of the Corporation
          to secure performance of an obligation of any person;

     d)   mortgage,  hypothecate, pledge or otherwise create a security interest
          in all or  any  property  of the  Corporation  owned  or  subsequently
          acquired, to secure any obligation of the Corporation; and

The board of directors may from time to time delegate to a director, a committee
of directors or an officer of the Corporation any or all of the powers conferred
on the board as set out above, to such extent and in such manner as the board
shall determine as the time of such delegation.

Between annual and general meetings of the Corporation, the directors of the
Corporation may appoint one or more additional directors to serve until the next
annual and general meeting but the number of additional directors shall not at
any time exceed one-third of the number of directors who held office at the
expiration of the last annual and general meeting.

Common Stock

No share of common stock shall have any preference over or limitation in respect
to any other share of common stock. All shares of common stock shall have equal
rights and privileges, including the following:

     1. All shares of common stock shall share equally in dividends. Subject to
applicable laws, the board of directors may, from time to time, declare and the
Corporation may pay dividends in cash, property, or its own shares, except when
the Corporation is insolvent.

     2.  All shares of common stock shall share equally in distributions in any
liquidation.

Each outstanding share of common stock shall be entitled to one vote.





Preferred Stock


The  preferred  shares may be issued in one or more series and in such number as
may be determined from time to time by the board of directors. The designations,
powers, rights, preferences, qualifications, restrictions and limitations of any
series of preferred stock shall be established from time to time by the Board of
Directors.







                     Canada Business Corporation Act (CBCA)
                                     FORM 2
         INITIAL REGISTERED OFFICE ADDRESS AND FIRST BOARD OF DIRECTORS
                              (Sections 19 and 106)
    To be filed with Articles of Incorporation, Amalgamation or Continuance)

     1. Corporate Name

                Flexible Solutions International, Inc.

     2. Address of registered  office (must be a street  address;  a P.O. Box is
not acceptable)

                Number and street name: 6001 54 Ave.
                -----------------------------------

      City: Taber       Province or territory: Alberta   Postal code: T1G 1X4
            -----                              -------                -------

     3. Additional address

      Care of:
               ---------------------------------------------------------------

      Number and street name:
                              ------------------------------------------------

      City: _________  Province or territory: ____________ Postal code: ______

     4. Members of the board of directors

Name              Address                                    Resident of Canada
-----             -------------                              ------------------

Daniel O'Brien    6001 54 Ave.                                    Yes
                  Taber, Alberta
                  Canada, T1G 1X4

John Bientjes     6001 54 Ave.                                    Yes
                  Taber, Alberta
                  Canada, T1G 1X4

Robert Helena     68 West Bay Road
                  Baytown Plaza
                  George Town, Grand Cayman KY1-1003              No

Thomas Fyles      6001 54 Ave.                                    Yes
                  Taber, Alberta
                  Canada, T1G 1X4

Ben Seaman        6001 54 Ave.                                    Yes
                  Taber, Alberta
                  Canada, T1G 1X4

David Fynn        6001 54 Ave.                                    Yes
                  Taber, Alberta
                  Canada, T1G 1X4






     5. Declaration

      I hereby certify that I am an incorporator of the new corporation, or that
      I am a director or an authorized officer of the corporation continuing
      into or amalgamating under the CBCA.

      Signature:
                 -------------------------

      Print Name: Daniel B. O'Brien   Telephone Number: (250)477-9969
                  -----------------                     -------------


                                  SCHEDULE "B"


                             NEVADA REVISED STATUTES

        CHAPTER 92A - MERGERS, CONVERSIONS, EXCHANGES AND DOMESTICATIONS

                           RIGHTS OF DISSENTING OWNERS

     NRS 92A.300  Definitions.  As used in NRS  92A.300 to  92A.500,  inclusive,
unless  the  context  otherwise  requires,  the words and terms  defined  in NRS
92A.305 to  92A.335,  inclusive,  have the  meanings  ascribed  to them in those
sections. (Added to NRS by 1995, 2086)

     NRS 92A.305  "Beneficial  stockholder"  defined.  "Beneficial  stockholder"
means a person who is a beneficial  owner of shares held in a voting trust or by
a nominee as the stockholder of record. (Added to NRS by 1995, 2087)

     NRS 92A.310 "Corporate action" defined. "Corporate action" means the action
of a domestic corporation. (Added to NRS by 1995, 2087)

     NRS 92A.315  "Dissenter"  defined.  "Dissenter"  means a stockholder who is
entitled to dissent from a domestic  corporation's  action under NRS 92A.380 and
who  exercises  that  right when and in the manner  required  by NRS  92A.400 to
92A.480, inclusive. (Added to NRS by 1995, 2087; A 1999, 1631)

     NRS  92A.320  "Fair  value"  defined.  "Fair  value,"  with  respect  to  a
dissenter's shares, means the value of the shares determined:

       1.  Immediately  before the  effectuation  of the corporate  action to
which the dissenter  objects,  excluding any  appreciation  or  depreciation  in
anticipation of the corporate action unless exclusion would be inequitable;

       2.  Using  customary  and current  valuation  concepts  and  techniques
generally  employed  for similar  businesses  in the context of the  transaction
requiring appraisal; and

       3.  Without  discounting for lack of marketability  or minority status.
(Added to NRS by 1995, 2087; A 2009, 1720)

     NRS 92A.325  "Stockholder"  defined.  "Stockholder"  means a stockholder of
record or a beneficial  stockholder of a domestic corporation.  (Added to NRS by
1995, 2087).

     NRS 92A.330 "Stockholder of record" defined.  "Stockholder of record" means
the person in whose  name  shares are  registered  in the  records of a domestic
corporation  or the  beneficial  owner of  shares to the  extent  of the  rights
granted by a nominee's certificate on file with the domestic corporation. (Added
to NRS by 1995, 2087)

     NRS 92A.335 "Subject corporation" defined.  "Subject corporation" means the
domestic  corporation  which is the  issuer of the  shares  held by a  dissenter
before the corporate action creating the dissenter's rights becomes effective or
the  surviving or acquiring  entity of that issuer  after the  corporate  action
becomes effective. (Added to NRS by 1995, 2087)

     NRS 92A.340  Computation  of  interest.  Interest  payable  pursuant to NRS
92A.300 to 92A.500,  inclusive,  must be computed from the effective date of the
action  until  the  date of  payment,  at the  rate of  interest  most  recently
established pursuant to NRS 99.040. (Added to NRS by 1995, 2087; A 2009, 1721)

     NRS 92A.350 Rights of dissenting partner of domestic limited partnership. A
partnership  agreement of a domestic  limited  partnership or, unless  otherwise
provided in the partnership  agreement,  an agreement of merger or exchange, may
provide that  contractual  rights with respect to the partnership  interest of a


                                       1


dissenting  general or limited  partner of a domestic  limited  partnership  are
available for any class or group of partnership interests in connection with any
merger or exchange in which the domestic  limited  partnership  is a constituent
entity. (Added to NRS by 1995, 2088)

     NRS  92A.360  Rights of  dissenting  member of  domestic  limited-liability
company.  The  articles of  organization  or  operating  agreement of a domestic
limited-liability  company or,  unless  otherwise  provided  in the  articles of
organization  or operating  agreement,  an agreement of merger or exchange,  may
provide  that  contractual  rights with  respect to the interest of a dissenting
member are  available  in  connection  with any merger or  exchange in which the
domestic  limited-liability  company is a constituent  entity.  (Added to NRS by
1995, 2088)

     NRS 92A.370 Rights of dissenting member of domestic nonprofit corporation.

       1.    Except as otherwise provided in subsection 2, and unless otherwise
provided  in the  articles  or bylaws,  any member of any  constituent  domestic
nonprofit  corporation  who voted against the merger may,  without prior notice,
but  within  30 days  after  the  effective  date  of the  merger,  resign  from
membership  and is  thereby  excused  from all  contractual  obligations  to the
constituent  or surviving  corporations  which did not occur before the member's
resignation  and is thereby  entitled to those rights,  if any, which would have
existed if there had been no merger and the  membership  had been  terminated or
the member had been expelled.

       2.  Unless otherwise provided in its articles of incorporation or bylaws,
no member of a domestic nonprofit corporation,  including, but not limited to, a
cooperative corporation, which supplies services described in chapter 704 of NRS
to its  members  only,  and no person  who is a member of a  domestic  nonprofit
corporation  as a condition  of or by reason of the  ownership of an interest in
real property, may resign and dissent pursuant to subsection 1. (Added to NRS by
1995, 2088)

      NRS 92A.380 Right of stockholder to dissent from certain corporate actions
and to obtain payment for shares.

      1. Except as otherwise provided in NRS 92A.370 and 92A.390 and subject to
the limitation in paragraph (f), any stockholder is entitled to dissent from,
and obtain payment of the fair value of the stockholder's shares in the event of
any of the following corporate actions:

     (a) Consummation of a plan of merger to which the domestic corporation is a
constituent entity:

           (1) If approval by the stockholders is required for the merger by NRS
92A.120 to 92A.160, inclusive, or the articles of incorporation, regardless of
whether the stockholder is entitled to vote on the plan of merger; or

           (2) If the domestic corporation is a subsidiary and is merged with
its parent pursuant to NRS 92A.180.

     (b) Consummation of a plan of conversion to which the domestic corporation
is a constituent entity as the corporation whose subject owner's interests will
be converted.

     (c) Consummation of a plan of exchange to which the domestic corporation is
a constituent entity as the corporation whose subject owner's interests will be
acquired, if the stockholder's shares are to be acquired in the plan of
exchange.

     (d) Any corporate action taken pursuant to a vote of the stockholders to
the extent that the articles of incorporation, bylaws or a resolution of the
board of directors provides that voting or nonvoting stockholders are entitled
to dissent and obtain payment for their shares.

     (e) Accordance of full voting rights to control shares, as defined in NRS
78.3784, only to the extent provided for pursuant to NRS 78.3793.


                                       2


      (f) Any corporate action not described in this subsection that will result
in the stockholder receiving money or scrip instead of a fraction of a share
except where the stockholder would not be entitled to receive such payment
pursuant to NRS 78.205, 78.2055 or 78.207. A dissent pursuant to this paragraph
applies only to the fraction of a share, and the stockholder is entitled only to
obtain payment of the fair value of the fraction of a share.

      2. A stockholder who is entitled to dissent and obtain payment pursuant to
NRS 92A.300 to 92A.500, inclusive, may not challenge the corporate action
creating the entitlement unless the action is unlawful or fraudulent with
respect to the stockholder or the domestic corporation.

     3.  Subject  to the  limitations  in this  subsection,  from and  after the
effective date of any corporate action described in subsection 1, no stockholder
who has  exercised  the right to dissent  pursuant  to NRS  92A.300 to  92A.500,
inclusive,  is  entitled to vote his or her shares for any purpose or to receive
payment of dividends or any other  distributions on shares. This subsection does
not apply to dividends or other distributions  payable to stockholders on a date
before the effective date of any corporate action from which the stockholder has
dissented.  If a  stockholder  exercises  the right to dissent with respect to a
corporate action described in paragraph (f) of subsection 1, the restrictions of
this  subsection  apply only to the shares to be converted  into a fraction of a
share and the dividends  and  distributions  to those  shares.  (Added to NRS by
1995,  2087; A 2001, 1414, 3199; 2003, 3189; 2005, 2204; 2007, 2438; 2009, 1721;
2011, 2814)

     NRS  92A.390  Limitations  on right of  dissent:  Stockholders  of  certain
classes or series; action of stockholders not required for plan of merger.

      1. There is no right of dissent with respect to a plan of merger,
conversion or exchange in favor of stockholders of any class or series which is:

     (a) A covered security under section 18(b)(1)(A) or (B) of the Securities
Act of 1933, 15 U.S.C. ss. 77r(b)(1)(A) or (B), as amended;

     (b) Traded in an organized market and has at least 2,000 stockholders and a
market value of at least $20,000,000, exclusive of the value of such shares held
by the corporation's subsidiaries, senior executives, directors and beneficial
stockholders owning more than 10 percent of such shares; or

     (c) Issued by an open end management investment company registered with the
Securities and Exchange Commission under the Investment Company Act of 1940, 15
U.S.C. ss.ss. 80a-1 et seq., as amended, and which may be redeemed at the option
of the holder at net asset value,

     -    unless the articles of  incorporation  of the corporation  issuing the
          class or series or the resolution of the board of directors  approving
          the  plan  of  merger,   conversion  or  exchange   expressly  provide
          otherwise.

      2. The applicability of subsection 1 must be determined as of:

     (a) The record date fixed to determine the stockholders entitled to receive
notice of and to vote at the meeting of stockholders to act upon the corporate
action requiring dissenter's rights; or

     (b) The day before the effective date of such corporate action if there is
no meeting of stockholders.

      3. Subsection 1 is not applicable and dissenter's rights are available
pursuant to NRS 92A.380 for the holders of any class or series of shares who are
required by the terms of the corporate action requiring dissenter's rights to
accept for such shares anything other than cash or shares of any class or any
series of shares of any corporation, or any other proprietary interest of any
other entity, that satisfies the standards set forth in subsection 1 at the time
the corporate action becomes effective.


                                       3


      4. There is no right of dissent for any holders of stock of the surviving
domestic corporation if the plan of merger does not require action of the
stockholders of the surviving domestic corporation under NRS 92A.130.

      5. There is no right of dissent for any holders of stock of the parent
domestic corporation if the plan of merger does not require action of the
stockholders of the parent domestic corporation under NRS 92A.180. (Added to NRS
by 1995, 2088; A 2009, 1722; 2013, 1285)

      NRS 92A.400 Limitations on right of dissent: Assertion as to portions only
to shares registered to stockholder; assertion by beneficial stockholder.

      1. A stockholder of record may assert dissenter's rights as to fewer than
all of the shares registered in his or her name only if the stockholder of
record dissents with respect to all shares of the class or series beneficially
owned by any one person and notifies the subject corporation in writing of the
name and address of each person on whose behalf the stockholder of record
asserts dissenter's rights. The rights of a partial dissenter under this
subsection are determined as if the shares as to which the partial dissenter
dissents and his or her other shares were registered in the names of different
stockholders.

      2. A beneficial stockholder may assert dissenter's rights as to shares
held on his or her behalf only if the beneficial stockholder:

     (a) Submits to the subject corporation the written consent of the
stockholder of record to the dissent not later than the time the beneficial
stockholder asserts dissenter's rights; and

     (b) Does so with respect to all shares of which he or she is the beneficial
stockholder or over which he or she has power to direct the vote. (Added to NRS
by 1995, 2089; A 2009, 1723)

      NRS 92A.410 Notification of stockholders regarding right of dissent.

      1. If a proposed corporate action creating dissenter's rights is submitted
to a vote at a stockholders' meeting, the notice of the meeting must state that
stockholders are, are not or may be entitled to assert dissenter's rights under
NRS 92A.300 to 92A.500, inclusive. If the domestic corporation concludes that
dissenter's rights are or may be available, a copy of NRS 92A.300 to 92A.500,
inclusive, must accompany the meeting notice sent to those record stockholders
entitled to exercise dissenter's rights.

      2. If the corporate action creating dissenter's rights is taken by written
consent of the stockholders or without a vote of the stockholders, the domestic
corporation shall notify in writing all stockholders entitled to assert
dissenter's rights that the action was taken and send them the dissenter's
notice described in NRS 92A.430. (Added to NRS by 1995, 2089; A 1997, 730; 2009,
1723; 2013, 1286)

      NRS 92A.420 Prerequisites to demand for payment for shares.

      1. If a proposed corporate action creating dissenter's rights is submitted
to a vote at a stockholders' meeting, a stockholder who wishes to assert
dissenter's rights with respect to any class or series of shares:

     (a) Must deliver to the subject corporation, before the vote is taken,
written notice of the stockholder's intent to demand payment for his or her
shares if the proposed action is effectuated; and

     (b) Must not vote, or cause or permit to be voted, any of his or her shares
of such class or series in favor of the proposed action.

      2. If a proposed corporate action creating dissenter's rights is taken by
written consent of the stockholders, a stockholder who wishes to assert
dissenter's rights with respect to any class or series of shares must not
consent to or approve the proposed corporate action with respect to such class
or series.

      3. A stockholder who does not satisfy the requirements of subsection 1 or
2 and NRS 92A.400 is not entitled to payment for his or her shares under this
chapter. (Added to NRS by 1995, 2089; A 1999, 1631; 2005, 2204; 2009, 1723;
2013, 1286)


                                       4


     NRS 92A.430 Dissenter's notice: Delivery to stockholders entitled to assert
rights; contents.

      1. The subject corporation shall deliver a written dissenter's notice to
all stockholders of record entitled to assert dissenter's rights in whole or in
part, and any beneficial stockholder who has previously asserted dissenter's
rights pursuant to NRS 92A.400.

      2. The dissenter's notice must be sent no later than 10 days after the
effective date of the corporate action specified in NRS 92A.380, and must:

     (a) State where the demand for payment must be sent and where and when
certificates, if any, for shares must be deposited;

     (b) Inform the holders of shares not represented by certificates to what
extent the transfer of the shares will be restricted after the demand for
payment is received;

     (c) Supply a form for demanding payment that includes the date of the first
announcement to the news media or to the stockholders of the terms of the
proposed action and requires that the person asserting dissenter's rights
certify whether or not the person acquired beneficial ownership of the shares
before that date;

     (d) Set a date by which the subject corporation must receive the demand for
payment, which may not be less than 30 nor more than 60 days after the date the
notice is delivered and state that the stockholder shall be deemed to have
waived the right to demand payment with respect to the shares unless the form is
received by the subject corporation by such specified date; and

     (e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive. (Added
to NRS by 1995, 2089; A 2005, 2205; 2009, 1724; 2013, 1286)

      NRS 92A.440 Demand for payment and deposit of certificates; loss of rights
of stockholder; withdrawal from appraisal process.

      1. A stockholder who receives a dissenter's notice pursuant to NRS 92A.430
and who wishes to exercise dissenter's rights must:

     (a) Demand payment;

     (b) ertify whether the stockholder or the beneficial owner on whose behalf
he or she is dissenting, as the case may be, acquired beneficial ownership of
the shares before the date required to be set forth in the dissenter's notice
for this certification; and

     (c) Deposit the stockholder's certificates, if any, in accordance with the
terms of the notice.

      2. If a stockholder fails to make the certification required by paragraph
(b) of subsection 1, the subject corporation may elect to treat the
stockholder's shares as after-acquired shares under NRS 92A.470.

      3. Once a stockholder deposits that stockholder's certificates or, in the
case of uncertified shares makes demand for payment, that stockholder loses all
rights as a stockholder, unless the stockholder withdraws pursuant to subsection
4.

      4. A stockholder who has complied with subsection 1 may nevertheless
decline to exercise dissenter's rights and withdraw from the appraisal process
by so notifying the subject corporation in writing by the date set forth in the
dissenter's notice pursuant to NRS 92A.430. A stockholder who fails to so
withdraw from the appraisal process may not thereafter withdraw without the
subject corporation's written consent.

                                       5


      5. The stockholder who does not demand payment or deposit his or her
certificates where required, each by the date set forth in the dissenter's
notice, is not entitled to payment for his or her shares under this chapter.
(Added to NRS by 1995, 2090; A 1997, 730; 2003, 3189; 2009, 1724)

      NRS 92A.450 Uncertificated shares: Authority to restrict transfer after
demand for payment. The subject corporation may restrict the transfer of shares
not represented by a certificate from the date the demand for their payment is
received. (Added to NRS by 1995, 2090; A 2009, 1725)

      NRS 92A.460 Payment for shares: General requirements.

      1. Except as otherwise provided in NRS 92A.470, within 30 days after
receipt of a demand for payment pursuant to NRS 92A.440, the subject corporation
shall pay in cash to each dissenter who complied with NRS 92A.440 the amount the
subject corporation estimates to be the fair value of the dissenter's shares,
plus accrued interest. The obligation of the subject corporation under this
subsection may be enforced by the district court:

     (a) Of the county where the subject corporation's principal office is
located;

     (b) If the subject corporation's principal office is not located in this
State, in the county in which the corporation's registered office is located; or

     (c) At the election of any dissenter residing or having its principal or
registered office in this State, of the county where the dissenter resides or
has its principal or registered office.

The court shall dispose of the complaint promptly.

      2.      The payment must be accompanied by:

     (a) The subject corporation's balance sheet as of the end of a fiscal year
ending not more than 16 months before the date of payment, a statement of income
for that year, a statement of changes in the stockholders' equity for that year
or, where such financial statements are not reasonably available, then such
reasonably equivalent financial information and the latest available quarterly
financial statements, if any;

     (b) A statement of the subject corporation's estimate of the fair value of
the shares; and

     (c) A statement of the dissenter's rights to demand payment under NRS
92A.480 and that if any such stockholder does not do so within the period
specified, such stockholder shall be deemed to have accepted such payment in
full satisfaction of the corporation's obligations under this chapter. (Added to
NRS by 1995, 2090; A 2007, 2704; 2009, 1725; 2013, 1287)

      NRS 92A.470 Withholding payment for shares acquired on or after date of
dissenter's notice: General requirements.

      1. A subject corporation may elect to withhold payment from a dissenter
unless the dissenter was the beneficial owner of the shares before the date set
forth in the dissenter's notice as the first date of any announcement to the
news media or to the stockholders of the terms of the proposed action.

      2. To the extent the subject corporation elects to withhold payment,
within 30 days after receipt of a demand for payment pursuant to NRS 92A.440,
the subject corporation shall notify the dissenters described in subsection 1:

     (a) Of the information required by paragraph (a) of subsection 2 of NRS
92A.460;

     (b) Of the subject corporation's estimate of fair value pursuant to
paragraph (b) of subsection 2 of NRS 92A.460;

                                       6


      (c) That they may accept the subject corporation's estimate of fair value,
plus interest, in full satisfaction of their demands or demand appraisal under
NRS 92A.480;

     (d) That those stockholders who wish to accept such an offer must so notify
the subject corporation of their acceptance of the offer within 30 days after
receipt of such offer; and

     (e) That those stockholders who do not satisfy the requirements for
demanding appraisal under NRS 92A.480 shall be deemed to have accepted the
subject corporation's offer.

      3. Within 10 days after receiving the stockholder's acceptance pursuant to
subsection 2, the subject corporation shall pay in cash the amount offered under
paragraph (b) of subsection 2 to each stockholder who agreed to accept the
subject corporation's offer in full satisfaction of the stockholder's demand.

      4. Within 40 days after sending the notice described in subsection 2, the
subject corporation shall pay in cash the amount offered under paragraph (b) of
subsection 2 to each stockholder described in paragraph (e) of subsection 2.
(Added to NRS by 1995, 2091; A 2009, 1725; 2013, 1287)

      NRS 92A.480 Dissenter's estimate of fair value: Notification of subject
corporation; demand for payment of estimate.

      1. A dissenter paid pursuant to NRS 92A.460 who is dissatisfied with the
amount of the payment may notify the subject corporation in writing of the
dissenter's own estimate of the fair value of his or her shares and the amount
of interest due, and demand payment of such estimate, less any payment pursuant
to NRS 92A.460. A dissenter offered payment pursuant to NRS 92A.470 who is
dissatisfied with the offer may reject the offer pursuant to NRS 92A.470 and
demand payment of the fair value of his or her shares and interest due.

      2. A dissenter waives the right to demand payment pursuant to this section
unless the dissenter notifies the subject corporation of his or her demand to be
paid the dissenter's stated estimate of fair value plus interest under
subsection 1 in writing within 30 days after receiving the subject corporation's
payment or offer of payment under NRS 92A.460 or 92A.470 and is entitled only to
the payment made or offered. (Added to NRS by 1995, 2091; A 2009, 1726)

      NRS 92A.490 Legal proceeding to determine fair value: Duties of subject
corporation; powers of court; rights of dissenter.

      1. If a demand for payment pursuant to NRS 92A.480 remains unsettled, the
subject corporation shall commence a proceeding within 60 days after receiving
the demand and petition the court to determine the fair value of the shares and
accrued interest. If the subject corporation does not commence the proceeding
within the 60-day period, it shall pay each dissenter whose demand remains
unsettled the amount demanded by each dissenter pursuant to NRS 92A.480 plus
interest.

      2. A subject corporation shall commence the proceeding in the district
court of the county where its principal office is located in this State. If the
principal office of the subject corporation is not located in this State, the
right to dissent arose from a merger, conversion or exchange and the principal
office of the surviving entity, resulting entity or the entity whose shares were
acquired, whichever is applicable, is located in this State, it shall commence
the proceeding in the county where the principal office of the surviving entity,
resulting entity or the entity whose shares were acquired is located. In all
other cases, if the principal office of the subject corporation is not located
in this State, the subject corporation shall commence the proceeding in the
district court in the county in which the corporation's registered office is
located.

      3. The subject corporation shall make all dissenters, whether or not
residents of Nevada, whose demands remain unsettled, parties to the proceeding
as in an action against their shares. All parties must be served with a copy of
the petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.

     4. The jurisdiction of the court in which the proceeding is commenced under
subsection 2 is plenary and exclusive.  The court may appoint one or morepersons
as  appraisers  to receive  evidence and recommend a decision on the question of


                                       7



fair value.  The appraisers  have the powers  described in the order  appointing
them,  or any  amendment  thereto.  The  dissenters  are  entitled  to the  same
discovery rights as parties in other civil proceedings.

      5. Each dissenter who is made a party to the proceeding is entitled to a
judgment:

     (a) For the amount, if any, by which the court finds the fair value of the
dissenter's shares, plus interest, exceeds the amount paid by the subject
corporation; or

     (b)  For  the  fair  value,  plus  accrued  interest,  of  the  dissenter's
after-acquired  shares for which the  subject  corporation  elected to  withhold
payment  pursuant to NRS 92A.470.  (Added to NRS by 1995,  2091;  A 2007,  2705;
2009, 1727; 2011, 2815; 2013, 1288)

     NRS 92A.500 Assessment of costs and fees in certain legal proceedings.

      1. The court in a proceeding to determine fair value shall determine all
of the costs of the proceeding, including the reasonable compensation and
expenses of any appraisers appointed by the court. The court shall assess the
costs against the subject corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously or not
in good faith in demanding payment.

      2. The court may also assess the fees and expenses of the counsel and
experts for the respective parties, in amounts the court finds equitable:

     (a) Against the subject corporation and in favor of all dissenters if the
court finds the subject corporation did not substantially comply with the
requirements of NRS 92A.300 to 92A.500, inclusive; or

     (b) Against either the subject corporation or a dissenter in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously or not in good faith with
respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.

      3. If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the subject corporation, the
court may award to those counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefited.

      4. In a proceeding commenced pursuant to NRS 92A.460, the court may assess
the costs against the subject corporation, except that the court may assess
costs against all or some of the dissenters who are parties to the proceeding,
in amounts the court finds equitable, to the extent the court finds that such
parties did not act in good faith in instituting the proceeding.

      5. To the extent the subject corporation fails to make a required payment
pursuant to NRS 92A.460, 92A.470 or 92A.480, the dissenter may bring a cause of
action directly for the amount owed and, to the extent the dissenter prevails,
is entitled to recover all expenses of the suit.

      6. This section does not preclude any party in a proceeding commenced
pursuant to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68.
(Added to NRS by 1995, 2092; A 2009, 1727; 2015, 2566)


                                       8


                                   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 ___________, 2018, at _________. local time, at Unit 15, 6782 Veyaness Rd.,
Saanichton,  British Columbia V8M 2C2 and hereby appoints Daniel B. 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 (except as marked to the contrary
            below)

        [ ] WITHHOLD AUTHORITY to vote for 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     John H. Bientjes          Robert Helina
              Thomas Fyles          Ben Seamen                David Fynn

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

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(3)  To ratify the appointment of Meyers,  Norris,  Penny,  LLP as the Company's
     independent  registered  public  accounting firm for the fiscal year ending
     December 31, 2018.

                   [ ] FOR       [ ] AGAINST     [ ]  ABSTAIN

(4)  To change the domicile of the Company to Canada.

                   [ ] 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 2 THROUGH 4.

                                Dated this _____ day of ___________, 2018

                                _____________________________________
                                           (Signature)

                                _____________________________________
                                           (Signature)

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

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

                           Flexible Solutions International, Inc.
                             Attn: Daniel B. O'Brien
                                  6001 54th Ave
                         Taber, Alberta, Canada T1G 1X4
                              Phone: (403) 223-2995
                              Fax: ________________
                       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 __________________, 2018.

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  __________,  2018
     to facilitate timely delivery.

      The 2018 annual meeting of the Company's shareholders will be held at Unit
15, 6782 Veyaness Rd., Saanichton, British Columbia V8M 2C2 on ______________,
2018, at _________, for the following purposes:

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

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

     (3) to ratify  appointment of Meyers,  Norris,  Penny, LLP as the Company's
independent  registered  public  accounting  firm  for the  fiscal  year  ending
December 31, 2018;

     (4) to change the domicile of the Company to Canada.

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

     The Board of Directors recommends that shareholders vote FOR all directors
and proposals 2-4.

     _____________, 2018 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 2018 Annual Meeting of Shareholders
o     Company's 2018 Proxy Statement/Prospectus;
o     Company's Annual Report on form 10-K for the year ended December 31, 2017
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 _____________, 2018, you can, if desired,
attend the Annual Meeting and vote in person. Shareholders can obtain directions
to the 2018 annual shareholders' meeting at
www.flexiblesolutions.com/investor/proxy.shtml.

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

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



                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20.    INDEMNIFICATION OF DIRECTORS AND OFFICERS


     Our  directors  and  officers  are  indemnified  as  provided by the Nevada
Statutes and our Bylaws.  We have agreed to indemnify  each of our directors and
certain officers against certain  liabilities,  including  liabilities under the
Securities Act of 1933. Insofar as indemnification for liabilities arising under
the  Securities  Act of 1933 may be  permitted  to our  directors,  officers and
controlling persons pursuant to the provisions described above, or otherwise, we
have been advised that in the opinion of the Securities and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other than our payment of expenses
incurred  or  paid  by  our  director,  officer  or  controlling  person  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  we will,  unless in the  opinion of our counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

We have  been  advised  that  in the  opinion  of the  Securities  and  Exchange
Commission  indemnification  for liabilities arising under the Securities Act is
against  public policy as expressed in the  Securities  Act, and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  is  asserted  by one of our  directors,  officers,  or  controlling
persons in connection with the securities being  registered,  we will, unless in
the  opinion of our legal  counsel  the matter has been  settled by  controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate  jurisdiction.  We will then be governed by the
court's decision.

ITEM 21.    EXHIBITS

Exhibit
Number     Description

3.1        Articles of Incorporation of the Registrant. (1)

3.2        Bylaws of the Registrant. (1)

5          Opinion regarding Legality

21.1       Subsidiaries. (2)

23.1       Consent of Hart & Hart, LLC

23.2       Consent of Independent Accountants.


(1)  Previously filed as an exhibit to our Registration Statement on Form 10-SB
     filed with the Commission on February 22, 2000, and incorporated herein by
     reference.

(2)  Previously filed as an exhibit to our Registration Statement on Form SB-2
     filed with the Commission on January 22, 2003, and incorporated herein by
     reference.


                                       40



ITEM 22.    UNDERTAKINGS

The undersigned registrant hereby undertakes:

     1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          i.   To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

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

          iii. To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

     2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     4. That, for the purpose of determining  liability under the Securities Act
of 1933 to any purchaser,  each prospectus filed pursuant to Rule 424(b) as part
of a registration  statement  relating to an offering,  other than  registration
statements  relying on 430B or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the  registration  statement
as of the date it is first used after effectiveness.  Provided, however, that no
statement  made in a  registration  statement or prospectus  that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the  registration  statement or prospectus that is part of the
registration  statement  will, as to a purchaser with a time of contract of sale
prior to such first use,  supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use;

     5.  That  prior  to any  public  reoffering  of the  securities  registered
hereunder  through  use of a  prospectus  which  is a part of this  registration
statement,  by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c),  the issuer  undertakes that such reoffering  prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form;

     6. That  every  prospectus  (i) that is filed  pursuant  to  paragraph  (5)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3)  of the  Securities  Act of  1933  and is used  in  connection  with an
offering  of  securities  subject  to Rule  415,  will be  filed as a part of an
amendment  to the  registration  statement  and  will  not be  used  until  such
amendment is  effective,  and that,  for purposes of  determining  any liability
under the Securities Act of 1933,  each such  post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;

                                       41


     7. To respond to requests for information that is incorporated by reference
into the prospectus  pursuant to Items 4, 10(b), 11, or 13 of this Form,  within
one  business  day of  receipt  of such  request,  and to send the  incorporated
documents  by first class mail or other  equally  prompt  means.  This  includes
information  contained in documents  filed  subsequent to the effective  date of
this registration statement through the date of responding to the request; and

     8. To  supply  by  means  of a  post-effective  amendment  all  information
concerning a transaction,  and the company being acquired involved therein, that
was not the  subject of and  included  in this  registration  statement  when it
became effective.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.


                                       42


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the registrant
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized  in the Province of British  Columbia,
Canada, on July 10, 2018.

                                    FLEXIBLE SOLUTIONS INTERNATIONAL, INC.



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

                                    Name: Daniel B. O'Brien
                                    Title: President and Chief Executive Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated:

         Signature                    Title                     Date



/s/ Daniel B. O'Brien         President, Principal         July 10, 2018
----------------------
Daniel B. O'Brien              Executive Officer,

                               Principal Financial
                             and Accounting Officer
                                 and a Director


/s/ John H. Bientjes              Director                  July 9, 2018
-----------------------

John H. Bientjes



/s/ Robert T. Helina             Director                   July 9, 2018
-----------------------

Robert T. Helina



/s/ Thomas Fyles                 Director                   July 9, 2018
-----------------------

Thomas Fyles



/s/ Ben Seaman                   Director                   July 9, 2018
-----------------------

Ben Seaman



/s/ David Fynn                   Director                   July 10, 2018
-----------------------

David Fynn




                                       43




                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.

                             REGISTRATION STATEMENT

                                       ON

                                    FORM S-4

                                    EXHIBITS