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CORRESP
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[FLEXIBLE SOLUTIONS
LETTERHEAD]

June 24, 2005

VIA EDGAR –
CORRESPONDENCE FILING

Securities and Exchange
Commission

Judiciary Plaza

450 Fifty Street, N.W., Mail Stop 0510

Washington D.C., 20549

Attn: Pamela A. Long

Re:
Flexible Solutions International, Inc.

Registration Statement on Form S-3, filed on May 10, 2005 (SEC File No. 333-124751);

Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 2004, filed

on March 24, 2005 (SEC File No. 1-31540;) and Quarterly Report on Form 10-QSB for the

Fiscal Quarter Ended March 31, 2005, filed on May 13, 2005 (SEC File No. 1-31540)

Dear Ms. Long:

        Flexible
Solutions International, Inc. (the “Company”), has reviewed the
Securities and Exchange Commission (the “Commission”) letter dated June
3, 2005 (the “June 3 Comment Letter”) regarding the Company’s
Registration Statement on Form S-3 (the “Form-S-3”), the Company’s
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 (the
“Form 10-KSB”), and the Company’s Quarterly Report on
Form 10-QSB for the fiscal quarter ended March 31, 2005 (the “Form
10-QSB”), filed by the Company on May 10, 2005, March 24, 2005 and May 13, 2005,
respectively. The Company responds to the June 3 Comment Letter as follows:

AMENDMENT NO. 1 TO THE
COMPANY’S FORM S-3

      A.   Response to SEC Comments 1 and 2

        The
Company respectfully informs the Commission that it acquired certain assets of the Donlar
Corporation (“Donlar”) in June 2004, pursuant to a bankruptcy auction.
Set forth below is the basis of the Company’s conclusion that the reporting
requirements of Item 11(b)(i) of Form S-3 and, as applicable to the inquiry, the
disclosure requirements of Item 7 of the Current Report on Form 8-K (“Old Form
8-K”) in effect at the time of the acquisition of certain assets of the Donlar,
are not applicable to such acquisition, because the acquired assets do not reflect a
sufficient continuity of the operations or business of Donlar, and that the disclosure of
such financial information would be misleading as to an accurate understanding of the
future operations of the Company following the acquisition.

Pamela A. Long

Securities and Exchange Commission

June 24, 2005

Page 2

        Item
11(b)(i) of Form S-3 and, as applicable to the inquiry, Item 7 of Old Form 8-K
require a reporting company to include or incorporate by reference the financial
information of an acquired business. Item 11(b)(i) of Form S-3 further requires that the
financial information be audited and be provided for a specific period, with such period
to be determined based on a comparison of the relative monetary value of the acquired
business as against the relative monetary value of the acquiring business. In addition,
Rule 3-05 of Regulation S-X (“Reg. S-X”) under the Securities Act of
1933, as amended (the “Securities Act”) and the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and Item 310(c) and
Item 310(d) of Regulation S-B (“Reg. S-B”) under the Securities Act
and the Exchange Act set forth the requirements applicable to the specific financial
information required to be included or incorporated by reference in such financial
statements.

        For
the purposes of determining whether a “business” has been acquired and, thus,
whether the disclosure requirements of Rule 3-05 of Reg. S-X and Items 310(c) and (d) of
Reg. S-B are applicable, the instructions to Item 7 of Old Form 8-K and Rule 3-05 of
Reg. S-X reference the term “business,” the meaning of which can be derived from
Rule 11-01(d) of Reg. S-X. Rule 11-01(d) of Reg. S-X lists several factors to be
considered in determining whether a “business” has been acquired, the overall
focus being whether there is a sufficient continuity of the acquired entity’s
operations prior to and after a transaction such that the disclosure of the prior
financial information is material to an understanding of future operations. For purposes
of such determinations, Rule 11.01(d) of Reg. S-X sets forth the applicable measures,
which are as follows:

         (a)
          whether the nature of the revenue-producing activity acquired is generally the
          same as before the transaction; or

         (b)
          whether any of the following attributes of the acquired operations were
          transferred: (i) physical facilities, (ii) employee base, (iii) market
          distribution system, (iv) sales force, (v) customer base, (vi) operating rights,
          (vii) production techniques, or (viii) trade names.

        It
is under this framework that the Company concluded it did not acquire a
“business” when it acquired the Donlar assets. To assist the Commission in its
review, set forth below is additional information concerning the respective operations of
the Company and Donlar, and aspects of the acquisition of assets from Donlar, which are
material to the Company’s belief that the financial information requirements of Item
11(b)(i) of Form S-3 and Item 7 of Old Form 8-K are not applicable. This information
is presented with the factors enumerated under Rule 11-01(d) of Reg. S-X in mind.

        Purchase
of the Assets. Pursuant to the Asset Purchase Agreement entered into between the
Company and Donlar dated May 26, 2004 (the “Purchase Agreement”), the
Company acquired, through auction, substantially all of the assets of Donlar for the
purchase price of $6.15 million. Consideration for the purchase price was the payment of
$3 million in cash, and the issuance of a secured promissory note to Tennessee Farmers
Life Insurance Company (“TFL”) for the remainder, bearing interest at 4%
per annum and due June 2, 2005.

Pamela A. Long

Securities and Exchange Commission

June 24, 2005

Page 3

        At
the time of Donlar’s bankruptcy, TFL was Donlar’s largest creditor and was
granted security interests, mortgages and other liens on substantially all of
Donlar’s assets. As a result of Donlar’s default on its loans, TFL commenced
foreclosure proceedings and, in April 2004, the United States Bankruptcy Court for the
Northern District of Illinois, Eastern Division, authorized the sale of the Donlar assets
through a bidding process. The Company was the only bidder.

        Company
Business. Prior to the acquisition of the Donlar assets, the Company served as the
parent company to Flexible Solutions Ltd. (“FSL”) and WaterSavr Global
Solutions Inc. (“WGS”). FSL produced and sold products designed to reduce
heat loss using its HEAT$AVR® product, a chemical for use in swimming pools and
personal spas that forms a thin, transparent layer on the water’s surface that
reduces water evaporation and heat loss. WGS produced and sold its WATER$AVR® product,
a patented powder that when deployed onto a water surface significantly reduces
evaporation and also produced and marketed its WATER$AVR—BTI™ product, which
combines the original WATER$AVR® with mosquito larvae control. The Company marketed
its WATER$AVR® product primarily for use in the reservoir, potable water storage,
aqueduct, canal, agricultural irrigation and mining industries.

        Prior
to the acquisition of the assets in June 2004, the Company was not involved in the
businesses in which Donlar was engaged. Only after the acquisition did the Company begin
to develop and market its own TPA biopolymer products.

        Donlar
Business. Prior to filing a Petition for Bankruptcy in a Chapter 11 case under Title
11 of the United States Code on February 27, 2004 (Northern District of Illinois, Eastern
Division, Case No. 04-07455), Donlar and its predecessors were engaged primarily in the
production, marketing, distribution and sale of the following three product lines:

•
Nutraceuticals
(nutrition supplement and sports bar markets);

•
Biopolymers
(performance chemical markets); and

•
Agriscience
Compounds (agricultural product markets).

         (a)
          Nutraceuticals. Prior to the Company’s acquisition of
          the Donlar assets, Donlar was engaged in the research, development, distribution
          and sale of nutraceutical and medical food products and supplements. These
          nutraceutical products were developed by Donlar and incorporated a patented whey
          protein technology designed to provide or increase protective immunities from
          and immune response to disease and to provide nutritional supplementation.
          Donlar’s nutraceutical products were marketed to health food stores, health
          clubs and sporting good stores.

Pamela A. Long

Securities and Exchange Commission

June 24, 2005

Page 4

         (b)
          Biopolymers. Prior to the Company’s acquisition of the
          Donlar assets, Donlar was also engaged in the development, manufacture and
          marketing of biodegradable polymers (“biopolymers”).
          Biopolymers are non-hazardous, non-toxic, hypoallergenic, environmentally
          friendly and biodegradable chemical protein compounds. Biopolymers are used in a
          broad range of industrial and consumer markets and are manufactured from the
          common biological amino acid, L-aspartic acid. Donlar’s biopolymers were
          marketed by Donlar to prevent mineral scale and metal corrosion in industrial
          processes that use high volumes of water.

         (c)
          Agriscience Compounds. Prior to the Company’s
          acquisition of the Donlar assets, Donlar was also engaged in the production and
          sale of biopolymer compounds specifically designed for the agriculture market.
          Donlar marketed these compounds to the agriculture industry as capable of
          significantly increasing the effectiveness of fertilizers.

        Continuity
of Operations. In the acquisition, the Company acquired 52 U.S. and 139 international
patents and a 58,700 square-foot manufacturing plant on 40 acres of property. From a
manufacturing standpoint, this included Donlar’s manufacturing and testing equipment
specifically designed for production of biopolymers. While the Company was not engaged in
the biopolymer business prior to its purchase of the Donlar assets, the Company determined
that the manufacturing processes and facilities used by Donlar could be easily converted
for the manufacture and production of the Company’s commercial water evaporation
retardants. The Company also determined that it could supplement its more
industrial-focused WATER$AVR® product line with the industrial focus of a new TPA
biopolymer line.

        In
light of the use of the Donlar assets for biopolymer production and the Company’s
conversion of the physical facilities acquired into a viable manufacturing facility for
its commercial water evaporation retardants, the Company believes that the disclosure of
financial information concerning the business of Donlar would be misleading, insofar as
the revenue-producing activities of the assets acquired from Donlar are sufficiently
different from the activity for which such assets were employed by Donlar.

        Physical
Facilities. Pursuant to the Purchase Agreement, the Company acquired Donlar’s
58,700 square-foot manufacturing plant and has been working to assimilate certain of its
manufacturing processes with those of the former Donlar manufacturing processes. At the
time of the Donlar acquisition, the Company utilized a manufacturing plant in Calgary,
Alberta, a testing facility in Victoria, British Columbia, and a distribution center in
Richmond, British Columbia. The acquisition of the Donlar assets has allowed the Company
to begin the process of merging its commercial water evaporation retardant manufacturing
operations into the former Donlar facility.

        In
addition, following approval by the U.S. Environmental Protection Agency of the
Company’s WATER$AVR-BTI™ product, the former Donlar manufacturing plant will be
used in connection with the manufacture and production of all of the Company’s
commercial water evaporation retardant product lines, as well as its TPA biopolymer
products. The facility presently serves as the Company’s principal distribution
center for all of its U.S. product deliveries.

Pamela A. Long

Securities and Exchange Commission

June 24, 2005

Page 5

        In
addition to the above, and concurrent with the acquisition of the manufacturing plant, the
Company also negotiated with the Donlar leaseholders to obtain use of Donlar’s former
corporate office space and laboratory facilities. These leases were independently assumed
by the Company and are on financial terms that differ from Donlar’s previous
obligations.

        Employee
Base. At the time of the acquisition of assets from Donlar, Donlar had 16 employees,
up from approximately 14 employees in 2002 and 14 employees at the time Donlar filed a
Petition for Bankruptcy in February 2004. The Company has since re-hired 9 of the 16
individuals employed by Donlar at the time of the acquisition. Except as set forth in the
following sentence, these employees are largely identified as non-critical laborers and
office staff. None of Donlar’s executive officers and key employees were rehired,
except that one factory manager, two scientists and one salesman were rehired.

        Market
Distribution System. The Company has developed its own market distribution channels
and distributorships for the products manufactured using the acquired assets.

        Sales
Force. Only one of the 9 former employees of Donlar re-hired by the Company has any
sales or marketing functions. This salesman was involved primarily in the sales of
biopolymers to the agricultural industry. The Company determined that the cost of sales
and other costs associated with this salesman resulted in a net loss based on past
performance, but re-hired this individual anyway in order to attempt to foster synergy
between the agricultural biopolymers and the Company’s own efforts to sell its
WATER$AVR® products to the agricultural industry. Since the acquisition of the Donlar
assets, Daniel O’Brien and Herbert Bolz, both of whom were previously unaffiliated
with Donlar, and as assisted from time to time by the two rehired scientists, have served
as the primary salespersons for the Company’s TPA biopolymer products.

        Customer
Base. Due to the significant financial difficulties experienced by Donlar prior to and
during its bankruptcy proceedings, Donlar’s customer base had diminished
significantly. Moreover, Donlar had no long-term purchase agreements with its customers.
As a result, the Company did not acquire any significant customer base in the acquisition.
The Company has had to expend significant resources to establish new relationships with
certain of Donlar’s former customers, as well as to acquire customers for its TPA
biopolymer business. Consequently, the percentage of “new” customers to
“old” customers, while only approximately 25%, is deceptively low as it does not
account for the substantial efforts required of the Company to establish a new biopolymer
customer base.

Pamela A. Long

Securities and Exchange Commission

June 24, 2005

Page 6

        Operating
Rights and Production Techniques. The Company did not acquire any of Donlar’s
operating rights and production techniques other than the patents obtained in the
acquisition.

        Trade
Names. The Company acquired all of Donlar’s trade names in connection with the
acquisition. However, none of the Donlar trade names were ever used by the Company. All
biopolymer products manufactured using the assets acquired from Donlar are now produced
and sold by NanoChem Solutions Inc., the Company’s wholly-owned subsidiary.

         Other
Factors.

         (a)
          Bankruptcy. Donlar was a bankrupt company in a Chapter 11
          proceeding under Title 11 of the United States Code. Prior to filing for
          bankruptcy protection, Donlar was operating in a deteriorating financial
          condition in which its secured debt e