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     FOLEY & LARDNER LLP
ATTORNEYS AT LAW

     402 W. Broadway, Suite 2300

San Diego, CA  92101-3542

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www.foley.com

     December 8, 2005

     WRITER'S DIRECT LINE

619.685.6428

aserwin@foley.com  EMAIL

     CLIENT/MATTER NUMBER

056598-0103

VIA EDGAR -
CORRESPONDENCE FILING

Securities and Exchange
Commission
Judiciary Plaza
450 Fifth Street, N.W., Mail Stop 0510
Washington, DC
20549
Attn: Ms. Pamela A. Long

Re:
Flexible
Solutions International, Inc.

Dear Ms. Long:

        On
behalf of Flexible Solutions International, Inc. (the “Company”), we are writing
to request that the Staff of the Securities and Exchange Commission (the
“Commission”) grant relief from the disclosure requirements of Rule 3-05 of
Regulation S-X and Items 310(c) and (d) of Regulation S-B for purposes of the then
applicable Item 7 of the Current Report on Form 8-K (“Old Form 8-K”) with
respect to certain financial statements and pro forma financial information relating to
the Company’s transaction described below.

I.
Background

General

        The
Company is a holding company for Flexible Solutions Ltd., WaterSavr Global Solutions Inc.
(“WaterSavr”) and NanoChem Solutions Inc. (“NanoChem”). Flexible
Solutions Ltd. is in the business of developing and marketing swimming pool chemical
products designed to reduce heat loss. WaterSavr markets a food-safe powder designed to be
deployed onto a water surface to reduce evaporation. NanoChem was formed to acquire
certain of the assets of Donlar Corporation (“Donlar”). NanoChem’s
principal products consist of water-soluble chemicals utilizing thermal polyaspartate,
which can be formulated to prevent corrosion and scaling in water piping within the
petroleum, chemical, utility and mining industries. For the Company’s last fiscal
year ended December 31, 2004, the Company had total sales of $3.39 million. The
Company’s total assets as of December 31, 2004 were $8.82 million.

Ms. Pamela A. Long

Securities and Exchange Commission
December 8, 2005
Page 2

The
Acquisition of Donlar Assets out of Bankruptcy

        On
February 27, 2004, Donlar filed a Petition for Bankruptcy in a Chapter 11 case under Title
11 of the United States Code (Northern District of Illinois, Eastern Division, Case No.
04-07455). Prior to the bankruptcy filing, Donlar was engaged primarily in the production,
marketing, distribution and sale of three product lines, namely, nutraceuticals,
biopolymers and agriscience compounds. In May 2004, pursuant to an auction held by the
bankruptcy court (the “Auction”), the Company acquired substantially all of the
assets of Donlar for a purchase price of $6.15 million.

Donlar
Financial Statements

        At
the time that the Company acquired certain assets of Donlar, Donlar’s latest audited
financial statements were prepared as of December 31, 2002, and Donlar’s latest
unaudited financial statements were prepared as of September 30, 2003. Pursuant to the
terms of the Auction, the Company was not given access to, and, as more fully explained
below, does not now have access to, the financial records of Donlar.

Recent
Form S-3 Filing

        On
May 9, 2005, the Company filed a Registration Statement on Form S-3 (SEC File
No. 333-124751) (the “Form S-3”) with the Commission to register 1,800,000
shares of common stock of the Company. In the course of commenting on the Form S-3, the
Commission noted that it believed the Company’s acquisition of certain assets of
Donlar constituted a “purchase of a business” and, accordingly, the Commission
requested that the Company provide financial statements for Donlar pursuant to Item 310(c)
of Regulation S-B and pro forma financial information required pursuant to Item 310(d) of
Regulation S-B. Further, the Commission queried why audited financial statements and pro
forma financial information were not previously provided in a Current Report on Form 8-K
as required by Item 7 of Old Form 8-K, and requested that the Company file the
required information on Form 8-K or provide significance tests demonstrating that these
financial statements are not required. The Commission also commented that if the Company
was not able to provide the Commission with significance tests demonstrating that it was
unnecessary to file the financial statements on Old Form 8-K within 60 days of the date
that the initial Form 8-K regarding the acquisition was filed, then the Company would need
to amend the Form S-3 to a form on which the Company is eligible to register shares.

The
Company’s Response

        The
Company has filed response letters dated June 24, 2005 and August 11, 2005 (the
“Company’s Response Letters”) with the Commission noting the Company’s
position that the purchase of certain assets from Donlar does not constitute a
“purchase of a business” for various reasons, including, among other things,
that Donlar was bankrupt, Donlar’s business had effectively ceased and the acquired
assets did not reflect a sufficient continuity of the operations or business of Donlar
and, therefore, the reporting requirements of Item 11(b)(i) of Form S-3 and the disclosure
requirements of Item 7 of Old Form 8-K were not applicable to the Donlar acquisition. In
its letter to the Company of August 25, 2005, the Staff continued to question the
Company’s position that the Donlar assets did not constitute a “business”
and requested disclosure of the financial statements and pro forma financial information
that would be applicable in connection with such a transaction.

Ms. Pamela A. Long

Securities and Exchange Commission
December 8, 2005
Page 3

Request
for Relief

        As
an alternative to further contending this issue, the Company is requesting that the Staff
grant a waiver of (i) the disclosure requirements of Rule 3-05 of Regulation S-X and
Items 310(c) and (d) of Regulation S-B for purposes of Item 7 of Old Form 8-K with
respect to certain financial statements and pro forma financial information relating to
the acquisition of certain assets of Donlar, and (ii) the Company’s obligations under
paragraphs 51, 54 and 55 of Statement of Financial Accounting Standards No. 141.

II.
Filing
Requirements

Form
8-K Requirements

        Rule
3-05 of Regulation S-X and Items 310(c) and (d) of Regulation S-B would require the
Company to file with the Commission audited financial statements with respect to the
assets of Donlar for the fiscal years ended December 31, 2002 and December 31, 2003,
unaudited financial statements for the period ended March 31, 2004 and pro forma
financial information showing the effects of the acquisition of Donlar under Item 7 of Old
Form 8-K not later than 60 days after the date that the initial report on Old Form 8-K
was filed.

Form
S-3 Requirements

        Because
the Company would not be able to file with the Commission in a Form 8-K the required
financial statements and pro forma financial information for Donlar, the Company is unable
to comply with Item 11(b) of Form S-3 with respect to the financial statements and pro
forma financial information of Donlar.

III.
Reasons
for Relief

        The
Company believes that the Commission should grant the requested relief from the disclosure
requirements with respect to the financial statements and pro forma financial disclosure
requirements concerning the Donlar transaction for the following reasons:

Ms. Pamela A. Long

Securities and Exchange Commission
December 8, 2005
Page 4

Audited
Financial Statements Cannot Be Prepared

        Due
to the lack of financial records relating to Donlar’s assets, it is impossible for
the Company to accurately reconstruct the required financial statements and therefore
comply with the stated disclosure requirements. In addition, as set forth in the attached
letter dated December 5, 2005 from the Company’s former Chief Financial Officer, the
former Chief Financial Officer of Donlar (/Chief Accounting Officer, Controller and Vice
President, Finance and Administration) was contacted in September 2005 and confirmed that
it would be impossible to compile financial information for Donlar as the records are no
longer in his possession and are unavailable.

        Based
on the foregoing, the Company believes that the needed financial information for Donlar is
not available such that the Company could reconstruct the financial statements of Donlar.
Even if required to do so, the Company would not be able to reconstruct Donlar’s
financial statements, because the Company does not have access to the financial records of
Donlar, nor was the Company originally provided with any such records in connection with
its purchase of certain of the assets of Donlar. In addition, as noted above, Donlar’s latest
audited financial statements were prepared as of December 31, 2002 and Donlar’s
latest unaudited financial statements were prepared as of September 30, 2003. Since then,
the only financial information that Donlar provided to the bankruptcy court, and which was
made available to the Company, was (i) the “monthly operating reports,” (ii) a
trial balance for the biopolymer division of Donlar as of March 31, 2004 and (iii) certain
other generic sales and expense reports. Further, because of the lack of financial records
of Donlar, the Company’s auditors have confirmed that it would be impossible to
prepare auditable Donlar financial statements conforming with generally acceptable
accounting principles. Please see the attached letter dated December 8, 2005 from the
Company’s auditors. Moreover, the Company believes that the inclusion of
Donlar’s “monthly operating reports,” which are required to be filed under
bankruptcy law and which are also not prepared in accordance with generally accepted
accounting principles, do not contribute to a more informative financial presentation for
investors.

        Based
upon the information obtained during the acquisition, as well as from more recent
conversations with the former Chief Financial Officer of Donlar, the Company’s
principal executive officer and principal financial officer do not believe that (i) the
financial records of Donlar since its last audited financial statements are available or,
if available, would be complete, and (ii) such records, if obtained, would have been
prepared in accordance with generally accepted accounting principles. As a result, the
Company’s principal executive officer and principal financial officer would not be
able to certify any of the Company’s periodic reports if they were to contain
financial statements incorporating any of Donlar’s financial data for the periods
prior to the Company’s acquisition of certain of the assets of Donlar.

Ms. Pamela A. Long

Securities and Exchange Commission
December 8, 2005
Page 5

Omission
of Donlar’s Financial Statements Not Material

        The
omission by the Company of the financial statements and the pro forma financial
information relating to the Donlar assets does not materially detract from an
investor’s ability to understand the results of operations of the Company because the
results of operations derived from Donlar’s assets are already reported in the
consolidated audited financial statements of the Company for the period ended December 31,
2004, filed on Form 10-KSB, and the unaudited financial statements of the Company for the
periods ended June 30, 2004, September 30, 2004, March 31, 2005, June 30, 2005 and
September 30, 2005, each filed on Form 10-QSB.

        Similarly,
the Company does not believe that the inclusion of the existing audited financial
statements of Donlar for the fiscal year ended December 31, 2002 and related pro forma
financial information with respect to such assets would materially contribute to an
investor’s ability to understand the effect of the assets on the Company’s
results of operations. In fact, as stated above, due to (i) the lapse in time since the
acquisition, (ii) the Company’s results of operations already reported since the
acquisition and (iii) the fact that Donlar’s historical financial records, in the
time preceding the bankruptcy filing, would likely have been disproportionately negative,
as compared to a company operating as a going concern, the Company believes that inclusion
of the Donlar financial information would likely mislead and confuse investors.

        In
addition to the financial information reported by the Company since the acquisition of certain of the
assets of Donlar, it is noteworthy that there was a lack of continuity of business between
the use of the acquired assets by Donlar and the use of those assets by the Company. We
raise this point not for the purpose of again arguing that the Donlar assets did not
constitute a “business” for purposes of Rule 11-01(d) of Regulation S-X, but
rather to support our assertion that even if the missing financial information were
available, it would not be material to an understanding of the Company’s business or
results of operations. At the time the Company acquired the assets of Donlar, Donlar had
filed bankruptcy, had substantially ceased operations and had lost many of its customers.
In addition, the Company acquired Donlar’s assets with the primary intent of using
such assets to facilitate production and distribution of the Company’s other
products. Indeed, the Company has converted certain key assets acquired from Donlar for
use for other products of the Company. To show revenue comparisons
through pro forma financial statements would exaggerate the revenue to
be realized in the future by the Company. In light of the use of the Donlar assets for
biopolymer production and the Company’s conversion of the physical facilities
acquired from Donlar into a viable distribution facility for evaporation control products,
a manufacturing facility for enhanced versions of the evaporation products, and a swing
production facility for its basic WaterSavr® products, the Company believes that the
disclosure of financial information concerning the business of Donlar would be misleading
and not meaningful to investors, insofar as the revenue-producing activities of the assets
acquired from Donlar are significantly different from the activity for which such assets
were employed by Donlar. For a more detailed summary of the nature of Donlar’s assets
and the Company’s use of such assets, please see “Response to SEC Comment
1” in the Company’s Response Letters.

Ms. Pamela A. Long

Securities and Exchange Commission
December 8, 2005
Page 6

The
Company Will Amend Form S-3 Filing

        If
the requested relief is granted by the Staff, the Company will, if requested to do so by
the Staff, amend the Form S-3 to a form on which it is eligible to file (e.g., Form S-1 or
Form SB-2).

Company
Acted in Good Faith

        It
should be noted that the Company has acted in good faith, relying on prior advice from its
outside auditors and then counsel in connection with the Current Report on Form 8-K
concerning the acquisition of the assets of Donlar filed with the Commission on
June 1, 2004. Prior to the acquisition of Donlar’s assets, the Company reviewed
the transaction and engaged its outside auditors and then counsel to advise it in
connection with the transaction. The Company’s good faith and desire to comply with
applicable securities laws is further demonstrated by its assertion that if the requested
waiver is granted by the Staff, the Company will, if requested to do so by the Staff,
amend its Registration Statement to be on a form on which it is eligible to file.

Adverse
Consequences Severe

        Unless
the Commission grants the Company the requested waiver of the filing of financial
statements and pro forma financial information for Donlar, the Company will not be able to
have its Registration Statement declared effective and will not be able to comply with the
registration rights granted to certain shareholders pursuant to the private placement that
closed on April 13, 2005. The Company r