SecProbe.io

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July 12, 2005

Mail Stop 7010

By U.S. Mail and facsimile to (250) 991-9316

Daniel B. O`Brien
President and Chief Executive Officer
Flexible Solutions International, Inc.
615 Discovery Street
Victoria, British Columbia
V8T 5G4, Canada

Re: 	Flexible Solutions International, Inc.
	Amendment No. 1 to Registration Statement on Form S-3
Filed June 27, 2005
	File No. 333-124751
	Form 10-KSB for Fiscal Year Ended December 31, 2004
	Form 10-QSB for Fiscal Quarter Ended March 31, 2005
	File No. 1-31540

Dear Mr. O`Brien:

      We have reviewed your filings and have the following
comments.
We welcome any questions you may have about our comments or any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.

Form S-3 filed May 9, 2005
General

1. We note your response to our prior comment 1.  Prior to the
acquisition, Donlar was engaged in the development, manufacture
and
marketing of biopolymers.  You acquired, through auction,
substantially all of the assets of Donlar.  Prior to the
acquisition
of these assets in June 2004, you were not involved in the
businesses
in which Donlar was engaged.  Only after the acquisition did you
begin to develop and market your own TPA biopolymer products.
Exhibit C in your response to prior comment 19 states that the
polymer segment was formed after the acquisition of certain assets
of
Donlar Corporation in June 2004.  We also note disclosure on page
I-9
of your registration statement referring to the "acquisition of
Donlar Corporation" as well as your press release dated May 27,
2004
included as Exhibit 99.1 to your Form 8-K filed June 1, 2004
stating
that you are "acquring [sic] all of the assets of Donlar Corp. . .
."
The following additional items were also noted in your response:
* In the acquisition, you acquired 52 U.S. and 139 international
patents and a 58,700 square-foot manufacturing plant;
* You re-hired 9 of the 16 individuals employed by Donlar at the
time
of acquisition, of which 1 employee is a salesman involved in the
sales of biopolymers; and
* You acquired all of Donlar`s trade names in connection with the
business.

Given the guidance of Rule 11-01(d) of Regulation S-X, it is
unclear
how you determined you did not acquire a business.

Please provide the financial statements for the business acquired
pursuant to Item 310(c) of Regulation S-B and corresponding pro
forma
financial information required pursuant to Item 310(d) of
Regulation
S-B.  Please also file a Form 8-K with the required information.
In
addition, you will need to amend this Form S-3 to a form on which
you
are eligible to register.

Cover

2. Please revise your prospectus to reflect your share price as of
a
reasonably practicable date.  Please similarly revise the
calculation
of outstanding shares for determining percentage of beneficial
ownership in your Selling Shareholders table that appears on page
I-
14.

Risk Factors, page I-6
We are subject to credit risk and may be subject to substantial
write-offs . . ., page I-9

3. It is unclear to us how sales to an increased number of
customers
could lead to substantial write-offs if one or more customers
defaults, as it would appear that your vulnerability to a single
default would decrease as the number of customers increases.
Please
revise your discussion to clarify how you are more susceptible to
bad
debt write-offs as a result of expanding your customer base.

Our products can be hazardous if not handled, stored and used
properly . . ., page I-10

4. Please clarify the meaning of "costly litigation" under this
heading.  Do you mean any litigation?

Exhibit 23

5. Please also provide a consent from Cinnamon Jang Willoughby &
Company.  Refer to Item 601(b)(23) of Regulation S-B.

Form 10-KSB for the Year Ended December 31, 2004
Liquidity and Capital Resources, page 15

6. We note your response to our prior comment 20.  Please expand
your
liquidity section to discuss the expected sources and uses of cash
for at least the following 12 month period based on the
requirements
of Item 303 of Regulation S-B and SEC Release 33-8350.  Please
also
discuss the types of financing that are, or are reasonably likely
to
be, available and address the potential consequences of not
obtaining
additional funding.

Note 1.  Basis of Presentation, page 23

7. We note your response to our prior comment 25.  Please provide
the
disclosures required by paragraphs 51, 52, 54, and 55 of SFAS 141
as
previously requested.  You state that despite the presence in
certain
press releases and the Form S-3 of implied values of the
intangible
property acquired by you from Donlar, you have not ascribed any
value
to the patents or other intangible assets contained in your
consolidated financial statements.  Given that paragraph 37 of
SFAS
141 requires you to allocate the purchase price to all assets
acquired and liabilities assumed, provide us with a detailed
explanation as to how your accounting complies with SFAS 141.

Note 2. Significant Accounting Policies
f) Revenue Recognition, page 25

8. We note your response to our prior comment 27 and your proposed
revised disclosure in Exhibit H.  Please disclose the nature of
your
post-delivery obligations.  Please also specifically refer to
customers` right to return products which they are unable to sell.
Please disclose how you recognize revenue in these arrangements as
well as how this revenue recognition policy complies with SAB
Topic
13:A.

Note 7. Investments, page 28

9. We note your response to our prior comment 30.  Please disclose
how you accounted for the option to purchase a 20% interest in
Tatko
Inc subsequent to your acquisition of this option.  Your
explanation
should refer to the accounting literature used to determine the
appropriate accounting.  Given the lawsuit you filed against
Tatko,
please disclose what steps you have taken to ensure that the
carrying
value of your option to purchase a 20% interest in Tatko is
realizable.

Note 10. Net Income (Loss) Per Share, page 30

10. We note your response to our prior comment 31.  For the year
ended December 31, 2003 and December 31, 2004, please disclose the
securities that could potentially dilute basic EPS in the future
that
were not included in the computation of diluted EPS because to do
so
would have been antidilutive for the period.

Note 11. Stock Options, page 31

11. We note your response to our prior comment 32.  Please provide
us
with a detailed explanation as to how your accounting of the
issuance
of these stock options to consultants as well as the cancellation
of
these stock options complies with the EITF 96-18 and EITF 00-18.
Otherwise, please explain to us how you determined it is not
appropriate to use this guidance to account for these options.

Note 15. Contingencies, page 34

12. We note your response to our prior comment 36 and your
proposed
revised disclosure in Exhibit L.  For each matter, please tell us
whether or not it is probable that a loss has been incurred.
Please
disclose the amount accrued.  For each matter, please also tell us
whether or not it is reasonably possible that a loss or an
additional
loss may have been incurred.  If so, please disclose an estimate
of
the possible loss or range of loss or state that such an estimate
cannot be made.  Refer to paragraphs 9 and 10 of SFAS 5.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Marie Trimeloni, Staff Accountant, at (202)
551-3734 or Nudrat Salik, Senior Staff Accountant, at (202) 551-
3692
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Matt Franker, Staff Attorney,
at
(202) 551-3749 or Chris Edwards, Special Counsel, at (202) 551-
3742
with any other questions.  Alternatively, you may contact me at
(202)
551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Andrew B. Serwin, Esq. (via facsimile 619/234-3510)
      Foley & Lardner LLP
      402 W. Broadway, Suite 2300
      San Diego, California 92101-3542

Paul A. Stewart, Esq. (via facsimile 415/434-4507)
      Foley & Lardner LLP
      One Maritime Plaza, Sixth Floor
      San Francisco, California 94111-3409

      Deepak Nanda, Esq. (via facsimile 310/557-8475)
      Foley & Lardner LLP
      2029 Century Park East, Suite 3500
      Los Angeles, California 90067
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Daniel B. O'Brien
Flexible Solutions International, Inc.
July 12, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE

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