SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM SB-2 A-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------


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

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



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

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

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

                                   Copies to:

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


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











                         CALCULATION OF REGISTRATION FEE

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

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



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

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
































                                       2

PROSPECTUS

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

                  Subject to completion, dated April ___, 2003

                     Flexible Solutions International, Inc.


                        1,828,600 Shares of Common Stock


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

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

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

Investing  in the  common  stock  involves  a high  degree of risk.  You  should
consider carefully the risk factors beginning on page 4.

Neither  the  securities  and  exchange  commission  nor  any  state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                 The date of this prospectus is April____, 2003














                                       3

PROSPECTUS SUMMARY

Our company

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

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

RISK FACTORS

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

Our business would be adversely affected if we lost the services Dan O'brien,
our chief executive officer.

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

Our revenues would be substantially reduced if we lost the major customer that
accounts for a substantial amount of our sales.


Our exclusive U.S. and Canadian  distributor of our HEAT$AVR product packaged in
our Tropical Fish dispenser  accounted for 94% of our sales revenues in 2001 and
95% of our sales revenues in 2002.  Although we have an agreement with such firm
which is described  below,  the agreement  does not require the  distributor  to
purchase  any  minimum  amount  of our  products,  nor does it  prevent  it from
handling competing  products.  If our distributor reduced its purchase or ceased
to purchase our products we would suffer substantial  reduction in our sales and
would have to make  alternative  arrangements  to  distribute  our Tropical Fish
product in the U.S. and Canada.  There can be no assurance that we would be able
to replace the services of this distributor on satisfactory terms.

                                       4

We are subject to concentrated credit risk from our major customer.

We allow our major  customer 45 days to pay for each shipment of product we make
to them. This represents risk that we would be subject to substantial  write-off
of  our  accounts  receivable  if  this  customer  defaulted  on  their  payment
obligations to us.

The recent introduction of our water$avr product may result in losses.

We introduced our WATER$AVR  product in June 2002. We have delivered  quantities
for testing by potential customers but only one customer has ordered the product
for  commercial  use. This product can achieve  success only if it is ordered in
substantial  quantities by commercial  customers  who have  determined  that the
water saving benefits of the product exceed the costs of purchase and deployment
of the product.  We cannot assure that we will receive sufficient orders of this
product  to  achieve  profits  or cover  the  additional  expenses  incurred  to
manufacture and market this product.  We expect to spend $1,900,000 on WATER$AVR
in 2003.

Our products can be hazardous if not handled, stored and used properly.

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

USE OF PROCEEDS

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

MARKET FOR SECURITIES

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




















                                       5


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

                                             SALES OR BID PRICES
                                              High          Low
                                              -----------------
                        2001

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

                        2002

            January 2 - March 28               3.57         1.30
            April 1 - June 28                  4.10         2.50
            July 1 - September 30              3.85         1.95
            October 1 - December 31            3.85         2.77

                        2003

            January 1 - March 24               3.40         2.45

Prices  since  November 19, 2002  represent  high and low prices on the American
Stock  Exchange.  Prices prior to Novemeber  19,  2002,  represent  inter-dealer
quotations which do not include retail mark-ups,  markdowns, or commissions, and
do not necessarily  represent actual  transactions.  We had 75 record holders of
our common stock on March 21, 2003. Such shares are owned by  approximately  350
beneficial owners.


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

THE PENNY STOCK RULES

The Securities and Exchange  Commission has adopted  regulations which generally
define a penny stock to be any equity security that has a market price less than
$5.00 per share,  subject to certain  exceptions.  Until November 19, 2002, when
our shares began trading on the American Stock Exchange,  our shares were within
the  definition  of a penny  stock  and were  subject  to rules  and we could be
subject  to those  rules  again if we lost our  listing  on the  American  Stock
Exchange  because we failed to remain in  compliance  with the  requirements  to
maintain our listing.  The penny stock rules impose  additional  sales  practice
requirements  on  broker-dealers  who sell such securities to persons other than
established  customers and accredited  investors (generally those with assets in
excess of $1,000,000 or annual income exceeding  $200,000,  or $300,000 together
with their spouse).  For transactions  covered by these rules, the broker-dealer
must  make  a  special  suitability  determination  for  the  purchase  of  such
securities and have received the purchaser's  written consent to the transaction
prior to the  purchase.  Additionally,  for any  transaction  involving  a penny
stock, unless exempt, the rules require the delivery,  prior to the transaction,
of a risk disclosure  document mandated by the Commission  relating to the penny
stock market.  The broker-dealer  also must disclose the commissions  payable to
both the broker-dealer and the registered representative, current quotations for

                                       6

the  securities  and,  if  the  broker-dealer  is  the  sole  market-maker,  the
broker-dealer must disclose this fact and the  broker-dealer's  presumed control
over the market.  Finally,  monthly  statements must be sent  disclosing  recent
price information for the penny stock held in the account and information on the
limited  market in penny stocks.  The penny stock rules may restrict the ability
of  broker-dealers  to  sell  our  shares  and may  affect  the  ability  of our
shareholders to sell our shares in the secondary market.

DIVIDEND POLICY

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

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

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

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

Provisions  for  Inventory  Obsolescence.  We may need to record a provision for
estimated obsolescence and shrinkage of inventory.  Our estimates would consider
the cost of  inventory,  the  estimated  market  value,  the  shelf  life of the
inventory  and  our  historical  experience.  If  there  are  changes  to  these
estimates, provisions for inventory obsolescence may be necessary.
                                       7

Results of Operations

Year ended December 31, 2002 and 2001

Sales  for the  year  ended  December  31,  2002  were  $1,112,192  compared  to
$1,334,273  for the 2001  period,  a decrease of  $222,081  or 16.6%.  Our sales
decline was primarily the result of poor weather  conditions in the Eastern U.S.
and Canada which  reduced the outdoor  swimming  season and therefore the demand
for our tropical fish product. There were no price changes in this period.

Our overall gross profit margin on product sales decreased  slightly to 47.7% in
2002 from 50.3% in 2001.  This  decrease was primarily due to higher fixed costs
related to additional production facilities and equipment which we have added in
the 2002 period.

Operating expenses for fiscal 2002 were $3,701,899, up from $806,020 in 2001. We
issued over 2 million stock options to employees and consultants  which resulted
in a  non-cash  expense  recognition  of  $2,736,608  in  2002.  In 2002 we also
increased sales and marketing costs in connection with our WATER$AVR product and
this was  reflected in  increased  wages,  office,  rent,  telephone  and travel
expenses.  We incurred higher professional fees in the 2002 period primarily due
to increased legal and accounting expenses. Depreciation expense was $24,683 for
the 2002 period  compared to $18,910 for the 2001  reflecting  depreciation  for
additional  property  and  equipment  added in 2002.  Our  expenses  to increase
investor  awareness of our company was significantly  less than in 2001 and this
resulted in a decrease in stock  promotion and transfer  agent's fee in 2002. We
also had an expense of $19,180 in 2002 for currency  exchange.  There was income
of $2,368 from such item in 2001.

Our income tax provision for 2002  reflected a benefit of $21,456 due to the net
loss while we had income tax expense of $100,264 in 2001. We had interest income
of $67,228 in 2002 reflecting earnings on the proceeds of stock sales during the
year.  There was a net loss of $3,082,445  in the 2002 period  compared to a net
loss of $233,955 in 2001.


Year Ended December 31, 2001 and 2000

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

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

                                       8

stock  promotion and transfer  agent's fee in 2001. We also had income of $2,368
in 2001 for currency exchange. There was $19,344 of such income in 2000.

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

Liquidity and Capital Resources

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

SEASONALITY

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

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

OUR BUSINESS

Flexible Solutions  International,  Inc. was incorporated in the State of Nevada
in May 1998. It acquired all of the  outstanding  shares of Flexible  Solutions,
Ltd., a British  Columbia  corporation,  in June 1998 in exchange for  7,000,000

                                       9

shares of common  stock,  which  represented  all of the issued and  outstanding
shares  of  Flexible   Solutions   International   at  the  conclusion  of  such
acquisition.  Flexible  Solutions  International  had no other  business and was
incorporated in order to acquire Flexible  Solutions,  Ltd. Flexible  Solutions,
Ltd.  was  organized  in 1991 to develop  and market a  swimming  pool  chemical
product designed to reduce heat loss.

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

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

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

Our HEAT$AVR product

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

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

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




                                       10

Benefits of HEAT$AVR use in outdoor pools

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

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

Benefits of HEAT$AVR use in indoor pools

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

Market for HEAT$AVR

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

Pool and Spa Marketing Magazine has published the following estimates concerning
the swimming pool market and their 2002 reference and directory:

2000 U.S in-ground pool sales - 170,700

2000 U.S. above-ground pool sales - 345,000

Existing  pools in U.S. - 4,210,000

Existing above-ground pools in U.S. - 3,219,000

2000  sales for new pools in U.S. - $3,950,000,000

1999 residential pool sales in Europe - 95,740

We have  received  reports  from some of our  commercial  customers  documenting
energy savings of $2,400 to $6,000 per year. We also make and sell  programmable
dispenser for automatically dispensing HEAT$AVR into a pool. The dispenser has a
reservoir  holding a one week  supply of  HEAT$AVR.  The unit is  programmed  to
inject the appropriate  amount of the product into the pool at the rate of 1 oz.
per 400 square feet of pool surface per day.

                                       11

Marketing and Sales


The HEAT$AVR and Tropical Fish products are sold in Canada and the United States
by  Flexible's  exclusive  distributor,  Sun Solar Energy  Technologies,  and in
Australia by Hydro-Flexible Solutions PTY. Flexible also sells HEAT$AVR directly
into the United States to both wholesale and retail accounts.  We have about 155
active customers. However, in 2002 Sun Solar Energy Technologies represented 95%
of our total sales.

Our agreement with Sun Solar Energy Technologies

We have a written  agreement with Sun Solar Energy  Technologies,  our exclusive
distributor for our Tropical Fish product in the U.S. and Canada.  This customer
represented  95% of our total sales in 2002. In February 1998 we entered into an
exclusive  distributorship  with Sun Solar  Technologies  for our Tropical  Fish
product.  The  agreement  gives  Sun Solar  exclusive  right to  distribute  our
Tropical Fish product in the United States and Canada.  In order to maintain the
exclusivity  of such  distribution,  Sun Solar  must  order and pay for at least
720,000 units in the year ending  February 28, 2003.  Such  exclusive  agreement
terminates  on February  29,  2004.  We have agreed to give Sun Solar a right of
first  refusal  in the event we  propose  to sell our  Flexible  Solutions  Ltd.
subsidiary.  If such subsidiary is sold we must require the purchaser to fulfill
the  exclusive  distribution  contract with Sun Solar and Sun Solar can veto the
proposed  sale to an entity which it  reasonably  believes may have an intent to
discontinue  manufacture  of our  Tropical  Fish  product.  The  agreement  also
provides that Sun Solar will sell its veto for a reasonable  premium  arrived at
by mutually agreed upon by a mediator. The agreement also provides that Flexible
has a right  of first  refusal  if Sun  Solar  proposes  to sell  its  exclusive
distributorship.  If such  distributorship is sold Sun Solar's sales performance
minimums are required to be binding on the new owner.

The agreement also provides that if such exclusive  distribution rights are sold
by Sun Solar, the buyer must advance to Flexible $1.00 US for each Tropical Fish
which must be bought in the year of sale to maintain the distribution  agreement
exclusivity, which payment will be credited to future orders of Tropical Fish at
the rate of $1.00 US per fish as the  orders  are made.  We have also  agreed to
offer  distribution  rights on new swimming pool products to Sun Solar in the US
and Canada if it is up-to-date on its sales performance  requirements.  Flexible
is  satisfied  with the  performance  of Sun Solar as exclusive  distributor  of
Tropical  Fish and believes  our  relationship  with Sun Solar is  satisfactory.
There can be no assurance that our exclusive distributorship with Sun Solar will
be renewed past its current  expiration on February 29, 2004. We grant Sun Solar
45 days to pay for product ordered after shipment.


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




                                       12

Our WATER$AVR product

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

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

WATER$AVR is sold in granulated  form.  It can be provided in shaker  containers
holding 3/4 pound or in 44 pound  weatherproof  bags.  We also offer a dispenser
for WATER$AVR to automate deployment of the product.  The product can be applied
in various ways from hand dispersal to fully automated scheduled metering.

Current status of our WATER$AVR product

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

In  September,  2002 we granted  Ondeo Nalco  Company,  a subsidiary of Suez, of
Naperville, Illinois exclusive and non-exclusive distribution rights as follows:

    Exclusive
    ---------
    Market                                  Countries
    ------                                  ---------
    Municipal                               Canada and USA
    Mineral and Mining                      All, except India, Pakistan,
                                            Bangladesh, Sri Lanka, Nepal,
                                            Bhutan, Mauritania, Malaysia and
                                            Singapore.
    Non-Exclusive
    -------------
    Market                                  Countries
    ------                                  ---------
    All except agriculture                  All, except India, Pakistan,
    and large retail                        Bangladesh, Sri Lanka, Nepal,
                                            Bhutan, Mauritania, Malaysia and
                                            Singapore.

The distributor is not required to purchase any quantity of WATER$AVR and there
can be no assurance that we will achieve substantial sales of WATER$AVR to the
distributor. The agreement does provide that the exclusive markets convert to
non-exclusive if the distributor does not meet certain thresholds of sales.




                                       13

In connection with the distribution agreement we issued options to purchase our
common stock to Ondeo Nalco as follows:

         -  1,000,000  shares  at $4.25 per  share.  In order to  exercise  this
option,  the  distribution  agreement  must not have  been  terminated  due to a
default by Ondeo  Nalco.  In the event our stock price  closes at or above $6.75
for five consecutive days the option will terminate in the event Ondeo Nalco has
not  exercised  it within 60 days  after the fifth day our stock  traded at that
level.

         - An additional option to purchase 1,000,000 shares of our common stock
for $5.50 per share in the event meets the minimum purchase amounts necessary to
maintain exclusivity under the distribution agreement. In order to exercise this
second option, the distribution agreement must not have been terminated due to a
default by Ondeo  Nalco.  In the event our stock price  closes at or above $8.00
for five consecutive days the option will terminate in the event Ondeo Nalco has
not  exercised  it within 60 days  after the fifth day our stock  traded at that
level.  However if our stock is already above  $8.00/share for five  consecutive
days at the time this  option  becomes  exercisable,  Ondeo  Nalco shall have 90
calendar days from the time the option becomes exercisable to exercise.

There can be no assurance  Ondeo Nalco will  exercise any of these  options.  If
they were to exercise the first  1,000,000  share option they would hold 7.9% of
our outstanding  common stock as a result of their ownership of 1,000,000 shares
of a total of 12,621,919 shares outstanding,  based on the shares outstanding as
of March 17, 2003. If they were to exercise the second  1,000,000  share option,
Ondeo Nalco would then hold 14.7% of our outstanding common stock as a result of
their ownership of 2,000,000  shares of a total of 13,621,919  shares that would
be outstanding.

Competition

We are not aware of any chemical evaporation reduction products on the market or
under development which compete with our HEAT$AVR product. HEAT$AVR does compete
against plastic pool blanket  products.  We compete against pool blankets on the
basis of convenience of use of HEAT$AVR  versus the  inconvenience  of deploying
and storing pool  blankets.  Pool owners and  operators  may also decide that no
evaporation  control  product  is needed  for their  pools.  We are aware of one
chemical product  manufactured by Aegis Chemical  Industries Ltd. of India which
competes with our WATER$AVR product.  We believe WATER$AVR is a superior product
for the following reasons:

        - Easier Application - WATER$AVER may be deployed directly to the water
          water surface by hand. The Aegis product requires premixing to dilute
          it to usable strength.

        - Cost - In order to achieve comparable water savings levels, the Aegis
          product would cost more than the WATER$AVER product.

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

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

                                       14

Manufacturing

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

We have agreed to purchase all our  requirements for WATER$AVER from Ondeo Nalco
Company under a five year agreement  effective  April 2002, but are not required
to purchase any minimum quantity of such product.

Governmental Regulations

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

Proprietary Rights

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

Employees

As of March 24, 2003, we employed 30 persons  including one officer,  five sales
and  customer  support  and  15 in  manufacturing.  None  of  our  employees  is
represented by a labor union and we have experienced no work stoppages to date.

Facilities

Our   president   provides  use  of  space  in  his  residence  to  conduct  his
administrative duties and we do not reimburse him for such use. We rent 1400 sq.
ft. of sales and research space in Victoria BC for $1050 a month and 500 sq. ft.
of office  space in  Chicago IL for $500 a month.  We lease an 11,000  sq.  foot
building in Calgary,  Alberta,  Canada for $3,150 per month until September 2003
for  manufacture of our products.

                                       15

Legal Proceedings

On January 15, 2002 we filed a lawsuit in the Supreme Court of British  Columbia
against John Wells and Equity Trust,  S.A.  seeking  return of 100,000 shares of
our  common  stock and  repayment  of a $25,000  loan  which  were  provided  to
defendants for investment banking services to be provided to Flexible consisting
of providing a $5 million loan and a $25 million stock  offering.  Such services
were not  performed  and the loan was not repaid  when due and we filed suit for
the return of such shares after they were not returned  voluntarily and the note
was not paid.

MANAGEMENT

Our directors and executive officers are:

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

Daniel B. O'Brien              46         President, Director
John H. Bientjes               49         Director
Dr. Robert O'Brien             81         Director
Dale Friend                    47         Director

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

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

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

Dale Friend was elected a director in  December,  2002.  She was a Senior  Trust
Analyst for  Alderwoods  Group,  formerly  The Loewen  Group from August 2002 to
February  2003.  She was Advanced  Accountant  for such firm from 1999 to August
2002.  She was  with  Telus,  formerly  BC  Tel,  from  1979 to 1998 in  various
accounting, auditing and financial planning positions.

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

                                       16

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

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



                                                  ANNUAL COMPENSATION              LONG TERM COMPENSATION AWARDS
                                                                                        AWARDS                    PAYOUTS

                                                                OTHER                       SECURITIES
                                                                ANNUAL        RESTRICTED    UNDERLYING      ALL      OTHER
                                                                COMPEN-       STOCK         OPTIONS/        LTIP     COMPEN-
                                         SALARY   BONUS         SATION        AWARD(S)      SARS            PAYOUTS  SATION
                            YEAR         ($)      ($)           ($)           ($)           (#)             ($)      ($)
                            ---------    -----    -------       --------      ---------     ----------      -------  ---------

                                                                                             
Daniel O'Brien                 2002     $40,000     --              --           --          50,000 shares    --          --
      --
President, Chief               2001     $18,500     --              --                      100,000 shares    --          --
Executive Officer              2000     $18,500                                             100,000 shares


         The  following  table  provides  certain  information  about  the stock
options  granted to the  executive  officer  named in the  Summary  Compensation
Table. in the year ended December 31, 2002.

                       OPTIONS GRANTED IN 2002 FISCAL YEAR



--------------------------------------------------------------------------------------------------------------------------
                               NUMBER OF
                               SECURITIES
                               UNDERLYING          PERCENT OF TOTAL
                            OPTIONS GRANTED    OPTIONS/SARS GRANTED TO     EXERCISE OR BASE PRICE
           NAME                   (#)          EMPLOYEES IN FISCAL YEAR          ($/SHARE)             EXPIRATION DATE
--------------------------- ------------------ -------------------------- ------------------------ -----------------------
                                                                                         
 Daniel B. O'Brien            50,000 shares              40.4%                     $4.25             December 31, 2007
--------------------------- ------------------ -------------------------- ------------------------ -----------------------













                                       17

         The following table sets forth certain  information about stock options
exercised in 2002 and the value of unexercised  stock option held as of December
31, 2002 by the executive officer named in the Summary Compensation Table.



                            AGGREGATE OPTION EXERCISES IN 2002 AND YEAR-END OPTION VALUES

                                                            NUMBER OF UNEXERCISED          VALUE OF UNEXERCISED IN-THE
                        SHARES                              OPTIONS AT FY-END (#)          MONEY OPTIONS AT FY-END ($)
                        ACQUIRED ON     VALUE           ------------------------------  --------------------------------
NAME                    EXERCISE(#)     REALIZED($)     EXERCISABLE     UNEXERCISABLE   EXERCISABLE     UNEXERCISABLE
----------------------  --------------  --------------  --------------  --------------  --------------  ----------------
                                                                                             
Daniel B. O'Brien         100,000        $330,000          100,000         50,000          $205,000            0


DIRECTOR COMPENSATION

We have agreed to issue our  directors  who are not also employed by the Company
options to purchase  5,000 shares of our common stock  annually for serving as a
director.  However,  Dr. Robert N. O'Brien will not receive  director options in
any year in which he receives  options  for other  services.  We pay Dr.  Robert
O'Brien  additional options for assisting in research and development and patent
prosecution.  The amount of such options are determined annually by the Board of
Directors  with Dr.  O'Brien not voting on such  matter.  In 2002,  Dr.  O'Brien
received the following options for such services and he did not receive director
options:

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

$4.25                      25,000                December 31, 2007

Our other outside directors received the following options in 2002:

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

John H. Bientjes        $4.25               5,000              December 31, 2007
Dale Friend             $4.25               5,000              December 31, 2007


Certain Transactions

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

                                       18

INDEMNIFICATION

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

Indemnification Against Public Policy

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or person controlling the company,
Flexible has been  informed that in the opinion of the  Securities  and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following  table sets forth  certain  information  regarding the  beneficial
ownership  of Common Stock as of March 17, 2003 by (i) each  stockholder  who is
known by the Company to own beneficially more than five percent of the Company's
outstanding Common Stock, (ii) each director of the Company, (iii) the Company's
executive  officers  named in the Summary  Compensation  Table,  and (iv) by all
executive  officers and directors of the Company as a group.  The information as
to each person or entity has been furnished by such person or group.

                          Shares Beneficially Owned (1)
                             Common Stock Percentage

    Daniel O'Brien(2)(3)                           4,606,000            39.3%
    John H. Bientjes(2)(3)                            40,000            *
    Dr. Robert O'Brien(2)(3)                       1,800,000            15.4%
    Dale Friend(2)(3)                                    -0-            -


    Sprott Asset Management, Inc.(4)               1,672,800            14.4%
    PF Water(5)                                      678,600             5.8%
    Beat Aschmann(6)                                 700,000             6.0%
    All directors and   officers
    as a group (4 persons)                         6,446,000            54.7%

 *  Less than 2%

(1)  Applicable  percentage  of  ownership  at March  17,  2003,  is based  upon
11,621,919  shares  of  Common  Stock  outstanding.   Beneficial   ownership  is
determined  in  accordance  with  the  rules  of  the  Securities  and  Exchange
Commission and includes voting and investment power with respect to shares shown
as  beneficially  owned.  Shares of Common Stock  subject to options or warrants
currently  exercisable  or  exercisable  within 60 days of February 3, 2003, are
deemed  outstanding  for  computing the shares and  percentage  ownership of the
person  holding  such options or warrants,  but are not deemed  outstanding  for
computing the percentage ownership of any other person or entity.

                                       19

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

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

   Name                   No. of Options    Exercise Price    Expiration Date
   ----                   --------------    --------------    ---------------
   Daniel O'Brien             100,000            $1.40        December 21, 2006
   John H. Bientjes             5,000            $1.40        December 21, 2006
   Dr. Robert O'Brien          50,000            $1.40        December 21, 2006

Does not include the  following  shares which may be acquired on the exercise of
stock options which are not exercisable until December 31, 2003.

  Name                  No. of Options    Exercise Price     Expiration Date
  ----                  --------------    --------------     ---------------
  Daniel O'Brien           50,000             $4.25          December 31, 2007
  John H. Bientjes          5,000             $4.25          December 31, 2007
  Dr. Robert O'Brien       25,000             $4.25          December 31, 2007
  Dale Friend               5,000             $4.25          December 31, 2007

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

(5) Formerly known as Pictet Global Sector Fund. Address for this shareholder is
    Boulevard Georges Favon, Geneva, Switzerland CH-1204.

(6) Address of this shareholder is Laerchenhofweg #3,  Bonstetten,  Switzerland,
    CH-8906.


DESCRIPTION OF SECURITIES

Common stock

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

Preferred Stock

The  Board of  Directors  has the  authority  to cause us to issue  without  any
further vote or action by the shareholders,  up to 1,000,000 shares of preferred
stock,  par value $.01 per share,  in one or more series,  and to designate  the
number of shares  constituting any series,  and to fix the rights,  preferences,
privileges and restrictions  thereof,  including dividend rights,  voting right,
rights  and terms of  redemption,  redemption  price or prices  and  liquidation
preferences of such series.
                                       20

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

SELLING SHAREHOLDERS

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


The  following  table  sets  forth  certain  information  as of March  17,  2003
regarding the ownership of our common stock by the selling  shareholders  and as
adjusted to give effect to the sale of the shares offered in this prospectus.


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

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


PF Water - formerly known as
Pictet Global Sector Fund             678,600        428,600        150,000 (3)

----------
(1) Sprott  Asset  Management,  Inc. is an  investment  manager that has sole or
shared dispositive and sole or shared voting power with respect to these shares,
which were purchased on behalf of investment  accounts for which it is portfolio
manager.
(2) Represents 2.4 % of total common shares outstanding as of March 17, 2003.
(3) Represents 1.3 % of total common shares outstanding as of March 17, 2003.


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


The  selling  shareholders  have  each  advised  us  that  at  the  time  of the
acquisition of their shares they had no agreements or  understandings,  directly
or  indirectly,  with any person to  distribute  the  shares.  The  shares  were
acquired by the selling shareholders in the ordinary course of business

                                       21

PLAN OF DISTRIBUTION

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

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

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

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

                                       22

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

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

LEGAL MATTERS

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

EXPERTS

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

ADDITIONAL INFORMATION

Flexible  is  subject  to  the  reporting  requirements  of  Section  13 of  the
Securities  Exchange Act of 1934 and files periodic reports including  financial
statements,  proxy  statements  and other  information  with the  Securities and
Exchange  Commission.  For further  information with respect to Flexible and the
securities  hereby  offered,  reference is made to the exhibits filed as part of
this  registration  statement,  which may be inspected  and copied at the public
reference  facilities of the  Commission in Washington  D.C., and copies of such
material can be obtained from the Public  Reference Room of the Commission,  450
5th Street, N.W., Washington,  D.C. 20549, at prescribed rates and are available
on  the  World  Wide  Web at :  http://www.sec.gov.  You  may  call  the  SEC at
1-800-732-0330  for further  information about operation of the public reference
room.









                                       23
--------------------------------------------------------------------------------

         FLEXIBLE SOLUTIONS
         INTERNATIONAL INC.

         CONSOLIDATED FINANCIAL STATEMENTS
         DECEMBER 31, 2002 AND 2001
         (U.S. DOLLARS)







         INDEX                                                        PAGE

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

         FINANCIAL STATEMENTS

         Consolidated Balance Sheets                                   2

         Consolidated Statements of Operations                         3

         Consolidated Statements of Stockholders' Equity               4

         Consolidated Statements of Cash Flows                         5

         Notes to Consolidated Financial Statements                   6-16































               REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS


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

We have  audited  the  accompanying  consolidated  balance  sheets  of  Flexible
Solutions  International  Inc.  as  of  December  31,  2002  and  2001  and  the
consolidated  statements of operations,  stockholders' equity and cash flows for
each of the years  ended  December  31,  2002,  2001 and 2000.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2002
and 2001 and the  results of its  operations  and its cash flows for each of the
years ended  December  31, 2002,  2001 and 2000 in  conformity  with  accounting
principles generally accepted in the United States of America.









"Pannell Kerr Forster"

Chartered Accountants

Vancouver, Canada
March 12, 2003














                                       1

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


--------------------------------------------------------------------------------------------------------------------
                                                                                   2002                2001
--------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT
                                                                                                     
  Cash                                                                                 $556,789            $190,457
  Short-term investment (note 14)                                                     5,062,495                   0
  Accounts receivable                                                                    55,222              46,374
  Income tax recoverable                                                                118,014                   0
  Loan receivable (note 4)                                                               10,082               9,516
  Note receivable (note 5)                                                                    0               9,225
  Inventory                                                                             203,830             181,698
  Prepaid expenses (note 6)                                                              87,321              59,291
--------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                                  6,093,753             496,561
PROPERTY AND EQUIPMENT (note 7)                                                         128,566              72,753
INVESTMENT (note 8)                                                                      32,500                   0
--------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                         $6,254,819            $569,314
--------------------------------------------------------------------------------------------------------------------

LIABILITIES
CURRENT
  Accounts payable                                                                      $53,146             $20,592
  Income tax payable                                                                          0              18,108
--------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                                53,146              38,700
--------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
CAPITAL STOCK (note 13)
Authorized
  50,000,000   Common shares with a par value of $0.001 each
    1,000,000   Preferred shares with a par value of $0.01 each
Issued and Outstanding
    11,570,916   and 9,272,816 Common shares                                             11,570               9,272
CAPITAL IN EXCESS OF PAR VALUE                                                        9,328,648             563,713
SHARE SUBSCRIPTION RECEIVABLE                                                          (16,217)                   0
OTHER COMPREHENSIVE LOSS                                                               (21,354)            (23,842)
ACCUMULATED DEFICIENCY                                                              (3,100,974)            (18,529)
--------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                                            6,201,673             530,614
--------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                           $6,254,819            $569,314
--------------------------------------------------------------------------------------------------------------------

See notes to consolidated financial statements.
                                      2

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


--------------------------------------------------------------------------------------------------------------------
                                                            2002                 2001                 2000
--------------------------------------------------------------------------------------------------------------------
                                                                                                
SALES                                                          $1,112,192           $1,334,273           $1,029,649
COST OF SALES, (exclusive
  of depreciation shown
  separately below)                                               581,422              662,807              509,933
--------------------------------------------------------------------------------------------------------------------
GROSS PROFIT                                                      530,770              671,466              519,716
--------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES
  Wages (note 12)                                                 414,885              246,955               87,907
  Consulting (note 12)                                          2,736,608               66,963                    0
  Office                                                          122,703               48,398                9,028
  Stock promotion and transfer agent fee                           96,954              241,573                  568
  Rent                                                             61,126               28,978               11,445
  Subcontracting                                                   53,837               16,630               33,312
  Professional fees                                                53,548               23,338               36,701
  Travel and entertainment                                         50,213               23,125               10,454
  Administrative salaries and benefits                             45,312               46,639               37,234
  Currency exchange                                                19,180              (2,368)             (19,344)
  Shipping                                                         10,771               13,563               12,189
  Telephone                                                         9,326                5,616                3,613
  Research                                                          2,523                    0                    0
  Bad debt expense                                                    230               26,570               51,282
  Commission                                                            0                1,130                1,982
  Depreciation                                                     24,683               18,910               13,489
--------------------------------------------------------------------------------------------------------------------
                                                                3,701,899              806,020              289,860
--------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE OTHER ITEMS
  AND INCOME TAX                                              (3,171,129)            (134,554)              229,856
--------------------------------------------------------------------------------------------------------------------
OTHER ITEMS
  Gain on sale of property and equipment                                0                  863                    0
  Interest income                                                  67,228                    0                    0
--------------------------------------------------------------------------------------------------------------------
                                                                   67,228                  863                    0
--------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAX                               (3,103,901)            (133,691)              229,856
INCOME TAX (RECOVERY)                                            (21,456)              100,264               90,885
--------------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS)                                            $(3,082,445)           $(233,955)             $138,971
--------------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS) PER SHARE                                      $ (0.29)             $ (0.03)               $ 0.02
--------------------------------------------------------------------------------------------------------------------
DILUTED INCOME PER SHARE                                              N/A                  N/A               $ 0.01
--------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF SHARES                              10,555,754            9,247,949            9,131,316
  DILUTIVE EFFECTS OF OPTIONS                                         N/A                  N/A              220,527
--------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF
  SHARES WITH DILUTION                                         10,555,754            9,247,949            9,351,843
--------------------------------------------------------------------------------------------------------------------

See notes to consolidated financial statements.
                                       3

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)


---------------------------- ------------ ------------ -------------- --------------- -------------- --------------- ---------------
                                                        Capital in        Share        Accumulated    Other              Total
                                                        Excess of      Subscription      Earnings     Comprehensive   Stockholders'
                                 Shares    Par Value    Par Value       Receivable     (Deficiency)   Income (Loss)      Equity
---------------------------- ------------ ------------ -------------- --------------- -------------- --------------- ---------------
                                                                                                      
BALANCE, DECEMBER 31, 1999     9,131,316       $9,131       $163,653              $0        $76,455          $6,677        $255,916
TRANSLATION ADJUSTMENT                 0            0              0               0              0         (8,516)         (8,516)
NET INCOME                             0            0              0               0        138,971               0         138,971
---------------------------- ------------ ------------ -------------- --------------- -------------- --------------- ---------------
BALANCE, DECEMBER 31, 2000     9,131,316        9,131        163,653               0        215,426         (1,839)         386,371
SHARES ISSUED
  For cash                         9,500            9          4,116               0              0               0           4,125
  For services                   132,000          132        139,868               0              0               0         140,000
  Stock option compensation            0            0        256,076               0              0               0         256,076
  Translation adjustment               0            0              0               0              0        (22,003)        (22,003)
  Net loss                             0            0              0               0      (233,955)               0       (233,955)
---------------------------- ------------ ------------ -------------- --------------- -------------- --------------- ---------------

BALANCE, DECEMBER 31, 2001     9,272,816        9,272        563,713               0       (18,529)        (23,842)         530,614
SHARES ISSUED
FOR CASH
  Private placement            1,828,600        1,829      5,998,271               0              0               0       6,000,100
  Exercise of stock options      439,500          439        150,686               0              0               0         151,125
For services                      30,000           30         44,370               0              0               0          44,400
Share issue costs                      0            0      (250,000)               0              0               0       (250,000)
Share subscription                     0            0              0        (33,000)              0               0        (33,000)
Payment of subscription
  receivable                           0            0              0          16,783              0               0          16,783
Stock option compensation              0                   2,821,608               0              0               0       2,821,608
Translation adjustment                 0            0              0               0              0           2,488           2,488
Net loss                               0            0              0               0    (3,082,445)               0     (3,082,445)
---------------------------- ------------ ------------ -------------- --------------- -------------- --------------- ---------------

BALANCE, DECEMBER 31, 2002    11,570,916      $11,570     $9,328,648       $(16,217)   $(3,100,974)       $(21,354)      $6,201,673
---------------------------- ------------ ------------ -------------- --------------- -------------- --------------- ---------------














See notes to consolidated financial statements.

                                       4

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


------------------------------------------------------------------------------------------------------------------
                                                                  2002              2001              2000
------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
                                                                                                
  Net income (loss)                                              $(3,082,445)         $(233,955)         $138,971
  Adjustments to reconcile net income (loss)
    to net cash provided by (used in)
    operating activities
      Stock option compensation                                     2,821,608            256,076                0
      Non-cash services                                                44,400            141,510                0
      Depreciation                                                     24,683             18,910           13,489
      Gain on sale of property and equipment                                0              (863)                0
  Changes in Non-Cash Working Capital
    Accounts receivable                                               (8,848)             98,009         (31,544)
    Inventory                                                        (22,132)           (88,185)           43,047
    Prepaid expenses                                                 (28,030)           (53,140)          (5,631)
    Accounts payable                                                   32,554              8,170         (14,589)
    Accrued liabilities                                                     0                  0          (6,929)
    Income tax recoverable                                          (136,122)           (72,490)           21,312
   Unrealized foreign exchange gain/loss                                  627           (10,500)          (5,033)
------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                     (353,705)             63,542          153,093
------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Short-term investment                                           (5,062,495)                  0                0
  Acquisition of property and equipment                              (80,496)           (39,246)         (16,771)
  Note receivable                                                       9,225            (9,225)                0
  Loan receivable                                                       (566)            (9,516)                0
  Investment                                                         (32,500)                  0                0
------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES                                 (5,166,832)           (57,987)         (16,771)
------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock                            5,868,225              4,125                0
  Subscriptions received                                               16,783                  0                0
------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES                               5,885,008              4,125                0
------------------------------------------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                 1,861           (11,503)          (3,483)
------------------------------------------------------------------------------------------------------------------

INFLOW (OUTFLOW) OF CASH                                              366,332            (1,823)          132,839
CASH, BEGINNING OF YEAR                                               190,457            192,280           59,441
------------------------------------------------------------------------------------------------------------------

CASH, END OF YEAR                                                    $556,789           $190,457         $192,280
------------------------------------------------------------------------------------------------------------------

SUPPLEMENTARY DISCLOSURE OF CASH
  FLOW INFORMATION
    Income taxes paid                                                $115,472            $85,126          $66,748
------------------------------------------------------------------------------------------------------------------
SUPPLEMENTARY DISCLOSURE OF NON-CASH
  TRANSACTIONS
    Issue of common stock for service                                 $44,400           $140,000               $0
    Sale of trailer - exchange for rent                                    $0             $1,510               $0
------------------------------------------------------------------------------------------------------------------

See notes to consolidated financial statements.

                                       5

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)
--------------------------------------------------------------------------------

1.       OPERATIONS AND BASIS OF PRESENTATION

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

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

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

         On May 7, 2002, the Company  established  Water$aver  Global  Solutions
         Inc. through issuance of 100 shares of common stock to itself.

2.       COMPARATIVE FIGURES

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

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a)      Foreign currency

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

                  Foreign exchange gains and losses relating to transactions not
                  denominated in the  applicable  local currency are included in
                  income if realized during the year and in comprehensive income
                  if they remain unrealized at the end of the year.

                                       6

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)
--------------------------------------------------------------------------------

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         (b) Use of estimates

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

         (c)      Cash

                  The Company considers all highly liquid investments  purchased
                  with an  original  or  remaining  maturity  of less than three
                  months at the date of  purchase to be cash  equivalents.  Cash
                  and cash  equivalents  are maintained  with several  financial
                  institutions.

         (d)      Inventory

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

         (e) Property and equipment

                  Property and  equipment  are recorded at cost and  depreciated
                  using the following methods using the following annual rates:

                     Manufacturing equipment     - 20% Declining balance
                     Computer hardware           - 30% Declining balance
                     Furniture and fixtures      - 20% Declining balance
                     Office equipment            - 20% Declining balance
                     Leasehold improvements      - Straight-line over lease term

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

         (f)      Revenue recognition

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

                                       7

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)
--------------------------------------------------------------------------------

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         (g)      Financial instruments

                  The fair market value of the Company's  financial  instruments
                  comprising cash, short-term  investment,  accounts receivable,
                  income tax  recoverable,  loan receivable and accounts payable
                  were  estimated to approximate  their  carrying  values due to
                  immediate   or   short-term   maturity   of  these   financial
                  instruments.

                  The  Company is exposed  to  interest  rate risk to the extent
                  that market  value rate  fluctuations  materially  differ from
                  financial  assets and  liabilities  subject to fixed long-term
                  rates.

         (h) Income (loss) per share calculation

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

         (i) Stock issued in exchange for services

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

         (j) Stock based compensation

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

         (k)      Comprehensive income

                  Other comprehensive income refers to revenues, expenses, gains
                  and losses that under generally accepted accounting principles
                  are included in comprehensive income but are excluded from net
                  income as these amounts are recorded directly as an adjustment
                  to  stockholders'  equity.  The Company's other  comprehensive
                  income is primarily  comprised of unrealized  foreign exchange
                  gains and losses.




                                       8

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)
--------------------------------------------------------------------------------

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         (l) Recent accounting pronouncements

                  (i)      In June  2001,  the  Financial  Accounting  Standards
                           Board  (FASB)  issued  FAS 142,  Goodwill  and  Other
                           Intangible  Assets.   Under  FAS  142,  goodwill  and
                           intangible assets with indefinite lives are no longer
                           amortized  but are  reviewed  at least  annually  for
                           impairment.  The  amortization  provisions of FAS 142
                           apply to  goodwill  and  intangible  assets  acquired
                           after June 30,  2001.  With  respect to goodwill  and
                           intangible assets acquired prior to July 1, 2001, the
                           Company  has  adopted  FAS 142  effective  January 1,
                           2002. Application of the non-amortization  provisions
                           of FAS 142 for  goodwill  did not have any  impact on
                           its financial reporting.

                  (ii)     In  October  2001,  the  FASB  issued   Statement  of
                           Financial  Accounting  Standards FAS 144, "Accounting
                           for the Impairment or Disposal of Long-Lived Assets."
                           FAS 144 addresses  significant issues relating to the
                           implementation  of  FAS  121,   "Accounting  for  the
                           Impairment  of Long-Lived  Assets and for  Long-Lived
                           Assets  to be  Disposed  Of," and  develops  a single
                           accounting model, based on the framework  established
                           in FAS 121 for long-lived assets to be disposed of by
                           sale, whether such assets are or are not deemed to be
                           a business.  FAS 144 also modifies the accounting and
                           disclosure  rules for  discontinued  operations.  The
                           standard was adopted on January 1, 2002,  and did not
                           have any impact on the financial statements.

                           In  November  2001,  the FASB  issued  EITF Issue No.
                           01-14,   "Income   Statement    Characterization   of
                           Reimbursements  Received for "Out of Pocket" Expenses
                           Incurred."  This  guidance   requires   companies  to
                           recognize the recovery of reimbursable  expenses such
                           as travel  costs on  service  contracts  as  revenue.
                           These  costs are not to be netted as a  reduction  of
                           cost. This guidance was implemented  January 1, 2002.
                           The Company  does not expect this  guidance to have a
                           material effect on the financial statements.









                                       9

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)
--------------------------------------------------------------------------------


4.       LOAN RECEIVABLE

         -----------------------------------------------------------------------------------------------------------
                                                                                       2002             2001
         -----------------------------------------------------------------------------------------------------------
                                                                                                    
         5% loan receivable due on demand                                                 $10,082            $9,516
         -----------------------------------------------------------------------------------------------------------


5.       NOTE RECEIVABLE

         The note  receivable  had no stated  terms of repayment or interest and
         was received in full during the year 2002.


6.       PREPAID EXPENSES

         -----------------------------------------------------------------------------------------------------------
                                                                                      2002              2001
         -----------------------------------------------------------------------------------------------------------
                                                                                                      
         Deposits for materials purchase                                                   $13,578          $41,436
         Security deposit and prepaids                                                      73,743           17,855
         -----------------------------------------------------------------------------------------------------------
                                                                                           $87,321          $59,291
         -----------------------------------------------------------------------------------------------------------



7.       PROPERTY AND EQUIPMENT

         -----------------------------------------------------------------------------------------------------------
                                                                                       2002
                                                                                    Accumulated
                                                                     Cost          Depreciation          Net
         -----------------------------------------------------------------------------------------------------------
                                                                                                   
         Manufacturing equipment                                        $159,885            $61,641         $98,244
         Computer hardware                                                 9,834              3,602           6,232
         Furniture and fixtures                                            5,542              2,031           3,511
         Office equipment                                                 14,690              1,731          12,959
         Leasehold improvements                                           10,160              2,540           7,620
         -----------------------------------------------------------------------------------------------------------

                                                                        $200,111            $71,545        $128,566
         -----------------------------------------------------------------------------------------------------------

         -----------------------------------------------------------------------------------------------------------
                                                                                       2001
                                                                                    Accumulated
                                                                     Cost           Depreciation          Net
         -----------------------------------------------------------------------------------------------------------

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

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


                                       10

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)
--------------------------------------------------------------------------------


8.       INVESTMENT

         -----------------------------------------------------------------------------------------------------------
                                                                                      2002              2001
         -----------------------------------------------------------------------------------------------------------
                                                                                                           
         Ideal Business Solutions India
          P.Ltd - 2700 equity shares (10%)                                                 $32,500               $0
         -----------------------------------------------------------------------------------------------------------


         The above investment is recorded at cost.


9.       COMPREHENSIVE (LOSS) INCOME

         -------------------------------------------- ----------------------- ------------------- -------------------
                                                               2002                  2001                2000
         -------------------------------------------- ----------------------- ------------------- -------------------
                                                                                                   
         Net income (loss)                                      $(3,082,445)          $(233,955)            $138,971
         Other comprehensive
           income (loss)                                               2,488            (22,003)             (8,516)
         -------------------------------------------- ----------------------- ------------------- -------------------

         Comprehensive income (loss)                            $(3,079,957)          $(255,958)            $130,455
         -------------------------------------------- ----------------------- ------------------- -------------------


10.      INCOME TAX

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


         ----------------------------------------------- --------------------- ------------------- -------------------
                                                                 2002                 2001                2000
         ----------------------------------------------- --------------------- ------------------- -------------------
                                                                                                          
         Income (loss) before income tax
           per entity
            Flexible Solutions International Inc.                $(2,866,021)          $(396,470)                  $0
            Flexible Solutions Ltd.                                  (56,264)              62,779             229,856
            Water$aver Global Solutions Inc.                        (181,616)                   0                   0
         ----------------------------------------------- --------------------- ------------------- -------------------

         Consolidated income (loss) before
           income tax                                             (3,103,901)           (133,691)             229,856
         Permanent difference
           Stock option benefit                                     2,821,608             256,076                   0
         Other
           Stock issued for services                                   44,400             140,000                   0
           Miscellaneous                                                    0                 394                   0
         ----------------------------------------------- --------------------- ------------------- -------------------

         Taxable income (loss) for
          tax purposes                                             $(237,893)            $262,779            $229,856
         ----------------------------------------------- --------------------- ------------------- -------------------


                                       11

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)
--------------------------------------------------------------------------------

10.      INCOME TAX (Continued)

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


         ------------------------------------------------ ------------------- ------------------- ------------------
                                                                 2002                2001               2000
         ------------------------------------------------ ------------------- ------------------- ------------------
                                                                                                   
         Expected tax expense (recovery)
           at statutory rates
           From Canadian operations                                $(21,456)            $100,264            $90,885
           From US operations                                       (84,691)              16,988             13,975
         Decrease resulting from
           manufacturing and
           processing deduction                                            0            (18,395)           (16,090)
         Other                                                             0               1,407              2,115
         ------------------------------------------------ ------------------- ------------------- ------------------

         Income tax expense (recovery)                            $(106,147)            $100,264            $90,885
         ------------------------------------------------ ------------------- ------------------- ------------------


         Deferred income taxes reflect the tax effects of temporary  differences
         between the carrying  amounts of assets and  liabilities  for financial
         reporting  purposes and the amounts used for income tax  purposes.  The
         Company's deferred tax liability  calculated at 35% tax rate consist of
         the following:


         -----------------------------------------------------------------------------------------------------------
                                                                                      2002              2001
         -----------------------------------------------------------------------------------------------------------
                                                                                                      
         Non-capital loss carry-forwards                                                   $93,858          $10,595
         Book over tax value of fixed assets                                               (1,449)          (1,086)
         Valuation allowance                                                              (92,409)          (9,509)
         -----------------------------------------------------------------------------------------------------------

                                                                                                $0               $0
         -----------------------------------------------------------------------------------------------------------


         The Company's  losses for U.S.  income tax purposes are $268,165  which
         may be carried  forward to apply against future income for U.S.  income
         tax purposes,  expiring  between 2018 and 2022.  The future  benefit of
         these  loss  carry-forwards  has  been  offset  with a  full  valuation
         allowance. These losses expire as follows:


         ------------------------------------------------------------------------------------- --------------------
         Available to                                                                                Amount
         ------------------------------------------------------------------------------------- --------------------
                                                                                                     
         2018                                                                                              $16,858
         2019                                                                                               13,414
         2022                                                                                              237,893
         ------------------------------------------------------------------------------------- --------------------

                                                                                                          $268,165
         ------------------------------------------------------------------------------------- --------------------


                                       12

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)



11.      NET INCOME (LOSS) PER SHARE


         ------------------------------------------- ---------------------- --------------------- ------------------
                                                              Net
                                                         Income (Loss)             Shares             Per Share
                                                          (Numerator)           (Denominator)           Amount
         ------------------------------------------- ---------------------- --------------------- ------------------
                                                                                                  
         2002
         Basic net loss per share
         Net loss                                             $(3,082,445)            10,555,754           $ (0.29)

         2001
         Basic net loss per share
         Net loss                                               $(233,955)             9,247,949           $ (0.03)

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


         There were no preferred  shares  issued and  outstanding  for the years
         ended December 31, 2002, 2001 and 2000. The 2002  denominator  excludes
         3,671,800  shares that may be issued upon  exercise of options as to do
         so would have been anti dilutive for the 2002 per share loss.

12.      STOCK OPTIONS

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

         The following table  summarizes the Company's stock option activity for
         the year ended December 31, 2002 and 2001:


         -------------------------------------- -------------------- ---------------------------- ------------------
                                                                                                      Weighted
                                                     Number of             Exercise Price              Average
                                                      Shares                  Per Share            Exercise Price
         -------------------------------------- -------------------- ---------------------------- ------------------
                                                                                                   
         Balance, December 31, 2000                         589,000               $ 0.25 - $0.70            $ 0. 31
         Granted during year ended
           December 31, 2001                              1,309,000               $ 0.25 - $3.50            $ 1. 47
         Exercised                                          (9,500)               $ 0.25 - $1.00            $ 0. 32
         -------------------------------------- -------------------- ---------------------------- ------------------

         Balance, December 31, 2001                       1,888,500              $ 0.25 - $ 3.50            $ 1. 63
         Granted during year ended
           December 31, 2002                              2,222,800              $ 1.50 - $ 5.50             $ 4.78
         Exercised                                        (439,500)              $ 0.25 - $ 1.50           $ (0.34)

         Balance, December 31, 2002                       3,671,800              $ 0.25 - $ 5.50             $ 3.79
         -------------------------------------- -------------------- ---------------------------- ------------------


                                       13

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)
--------------------------------------------------------------------------------

12.      STOCK OPTIONS (Continued)

         The Company applies APB Opinion No. 25 and related  interpretations  in
         accounting for its stock options granted to employees, and accordingly,
         compensation  expense of $85,000  (2001 - $173,750)  was  recognized as
         wages expense.  Had compensation expense been determined as provided in
         SFAS 123 using  Black-Scholes  option - pricing  model,  the  pro-forma
         effect on the  Company's  net income (loss) and per share amounts would
         have been as follows:


         ------------------------------------------- ---------------------- --------------------- -------------------
                                                             2002                   2001                 2000
         ------------------------------------------- ---------------------- --------------------- -------------------
                                                                                                   
         Net income (loss), as reported                       $(3,082,445)            $(233,955)            $138,971
         Net income (loss), pro-forma                          (3,704,296)             (955,071)             138,971
         Net income (loss) per share,
          as reported                                             $ (0.29)              $ (0.03)              $ 0.02
         Net income (loss) per share,
          pro-forma                                                $(0.35)              $ (0.10)              $ 0.02
         ------------------------------------------- ---------------------- --------------------- -------------------


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


         -------------------------------------------------------------------------- --------------- -----------------
                                                                                    2002            2001
         -------------------------------------------------------------------------- --------------- -----------------
                                                                                              
         Expected life (years)                                                      5               3.5
         Interest rate                                                              3.00%           4.00%
         Volatility                                                                 72.3%           58.27%
         Dividend yield                                                             0.00%           0.00%
         -------------------------------------------------------------------------- --------------- -----------------


         During the year, the Company  granted  2,097,000  (2001 - 51,000) stock
         options to consultants and have been recognized applying SFAS 123 using
         the  Black-Scholes  option  pricing model which  resulted in additional
         consulting  expense of  $2,736,608  (2001 - $66,963).  Of the 2,097,000
         options,  75,000 were  granted on December  31, 2002 and have a vesting
         period of one year,  consequently  consulting  expense related to these
         options will be recognized during the year ended December 31, 2003.






                                       14

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)
--------------------------------------------------------------------------------

13.      CAPITAL STOCK

         (a) During the year, the Company:

                  (i)      completed  two  private  placements  whereby  400,000
                           shares  of  common  stock  were  issued at a price of
                           $2.50 per share and an additional 1,428,600 shares of
                           common  stock  were  issued  at a price of $3.50  per
                           share to independent third parties;

                  (ii)     issued  439,500  shares  of  common  stock at  prices
                           ranging  from $0.25 to $1.50 per share upon  exercise
                           of stock options;

                  (iii)    issued  30,000  shares of common  stock at a price of
                           $1.48 per share to a officer in lieu of six months of
                           salary.

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

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

14.      SHORT-TERM INVESTMENT

         Short-term  investment  consists of a  certificate  of deposit  bearing
         interest at 4.11% and maturing  September  11,  2005.  The Company will
         incur a penalty if principal is withdrawn  before  maturity  date.  The
         amount of penalty  equals one half of the  remaining  days in the terms
         daily compounded interest on the total amount withdrawn. If the accrued
         interest is less than the calculated penalty at time of withdrawal, the
         difference  between  the  penalty  and  the  accrued  interest  will be
         deducted from the principal.

15.      SEGMENTED AND SIGNIFICANT CUSTOMER INFORMATION

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

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

                                       15

FLEXIBLE SOLUTIONS INTERNATIONAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(U.S. DOLLARS)
--------------------------------------------------------------------------------

15. SEGMENTED AND SIGNIFICANT CUSTOMER INFORMATION (Continued)

         The Company's sales in the United States of America and abroad amounted
         to 4%, 5% and 3% for the years ended  December 31, 2002,  2001 and 2000
         respectively. The remainder were earned in Canada.

         All the Company's long-lived assets are located in Canada.

         The Company had one major customer,  Sunsolar Energy Technologies which
         comprised  95%, 94% and 96% of total sales for the years ended December
         31,  2002,  2001 and 2000  respectively.  The  Company  is  exposed  to
         concentrated  credit risk with  respect to its trade  receivables  from
         this customer. It seeks to keep this risk to a minimum by granting only
         45 days credit terms to this customer.

16.      RELATED PARTY TRANSACTION

         A  director   provides  use  of  space  of  his  residence  to  conduct
         administrative duties without reimbursement from the Company.

17.      COMMITMENTS

         Property and premises leases

         The Company is  committed to minimum  rental  payments for property and
         premises  aggregating  approximately  $113,800 over the terms of leases
         expiring September 29, 2003 and November 1, 2005.

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

         -----------------------------------------------------------------------
         2003                                                            $78,600
         2004                                                             19,200
         2005                                                             16,000
         -----------------------------------------------------------------------
















                                       16








[OUTSIDE BACK COVER OF THE PROSPECTUS]

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

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

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

                                TABLE OF CONTENTS


Prospectus Summary ......................................................4
Risk Factors ............................................................4
Use of Proceeds .........................................................5
Market for Securities ...................................................5
Dividend Policy .........................................................7
Management's Discussion and Analysis of
    Results of Operation and Financial Condition ........................7
Our Business ............................................................9
Management ..............................................................16
Indemnification .........................................................17
Security Ownership of Certain Beneficial
    Owners and Management ...............................................19
Description of Securities ...............................................20
Selling Shareholders ....................................................21
Plan of Distribution ....................................................22
Legal Matters ...........................................................23
Experts .................................................................23
Additional Information ..................................................23
Index to Financial Statements ...........................................F-1


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












                                       24

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of directors and officers.

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

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

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

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

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

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














                                       25

Item 25. Other expenses of issuance and distribution

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

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


Item 26. Recent sales of unregistered securities.

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

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

In July 2001 we issued  30,000 shares of our common stock to Patrick  Grant,  an
employee,  for  services  for the period from July 1, 2001 to December 31, 2001.
Such shares were issued pursuant to an exemption from registration under Section
4(2) of the  Securities  Act of 1933.  Such shares  were  issued  pursuant to an
investment letter under which the shareholder  acknowledged that the shares were
restricted securities and would not be sold without registration or an exemption
from   registration.   The  certificate  for  such  shares  contained  a  legend
restricting  transfer without such registration or exemption and a stop transfer
order was lodged against the shares with our transfer agent.

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

                                       26

In April 2002 we sold 400,000 shares of our common stock in a private  placement
to managed  accounts of Sprott Asset  Management,  Inc. for $2.50 per share.  We
paid a commision of $50,000 in connection with such placement.  Such shares were
issued  pursuant to an exemption  from  registration  under  Section 4(2) of the
Securities Act of 1933. Such shares were issued pursuant to an investment letter
under  which  the  shareholder  acknowledged  that the  shares  were  restricted
securities  and would not be sold  without  registration  or an  exemption  from
registration.  The  certificate for such shares  contained a legend  restricting
transfer  without such  registration  or exemption and a stop transfer order was
lodged against the shares with our transfer agent.

In July 2002 we sold 1,000,000 shares of our common stock in a private placement
to managed  accounts of Sprott  Asset  Management,  Inc.  and 428,600  shares to
Pictet Global Sector Fund for $3.50 per share.  We paid a commission of $200,000
on such  placement.  Such  shares  were issued  pursuant  to an  exemption  from
registration  under Section 4(2) of the Securities Act of 1933. Such shares were
issued pursuant to an investment letter under which the shareholder acknowledged
that the  shares  were  restricted  securities  and  would  not be sold  without
registration or an exemption from registration.  The certificate for such shares
contained a legend  restricting  transfer without such registration or exemption
and a stop transfer order was lodged against the shares with our transfer agent.

Item 27. Exhibits.

Exhibit No. Description

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

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

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


10.2     Global Supply and License Agreement between  Registrant and Ondeo Nalco
         Company.    [Portions    omitted    pursuant    to   a   request    for
         confidentiality](3)

10.3     Exclusive Distribution Agreement effective September 1, 2002 with Ondeo
         Nalco   Company.[Portions   omitted   pursuant   to   a   request   for
         confidentiality] (3)


5.1      Opinion of counsel (1)

21       Subsidiaries (2)

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

23.1     Consent of Independent Chartered Accountants. (2)

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

(2)      Filed with Amendment No. 1


(3)      Filed with Amendment No. 2.

                                       27

Item 28. Undertakings.

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

         B.  The undersigned registrant hereby undertakes:

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

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

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

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

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

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









                                       28

                                   SIGNATURES


In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of filing on Form SB-2 and  authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Victoria, British Columbia, Canada on April 8, 2003.


                                   FLEXIBLE SOLUTIONS INTERNATIONAL, INC.




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


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

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


/s/ DAN O'BRIEN          President, Chairman,           April 8, 2003
---------------          Director
Dan O'Brien              (Principal executive
                         officer, principal
                         accounting officer and
                         principal financial
                         officer)


/s/ ROBERT O'BRIEN       Director                       April 8, 2003
------------------
Robert O'Brien

/s/ JOHN BIENTJES        Director                       April 8, 2003
-----------------
John Bientjies

/s/ DALE FRIEND          Director                       April 8, 2003
---------------
Dale Friend










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