UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the quarterly period ended March 31, 2011

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
     1934

               For the transition period from ________ to ________

                        Commission File Number: 001-31540


                      FLEXIBLE SOLUTIONS INTERNATIONAL INC.
                     --------------------------------------
               (Exact Name of Issuer as Specified in Its Charter)

                  Nevada                            91-1922863
      --------------------------------         -------------------
      (State or other jurisdiction of          (I.R.S. Employer
       incorporation or organization)           Identification No.)


                  615 Discovery St.
        Victoria, British Columbia, Canada                      V8T 5G4
  -------------------------------------------------           ----------
  (Address of Issuer's Principal Executive Offices)           (Zip Code)

  Issuer's telephone number:     (250) 477-9969


                                       N/A
                  --------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) had been subject to such filing
requirements for the past 90 days.

            Yes [X]                      No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One):

      Large accelerated filer [  ]     Accelerated filer [  ]

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

Indicate by check mark whether the Registrant is a shell company (as defined in
Exchange Act Rule 12b-2 of the Exchange Act).

            Yes [ ]                        No [X]

         Class of Stock           No. Shares Outstanding           Date
         --------------           ----------------------           ----
             Common                     13,169,991            April 30, 2011

<PAGE>


                                    FORM 10-Q

                                      Index

PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements.

              (a)Unaudited Consolidated Balance Sheets at March 31, 2011 and
                 December 31, 2010.

              (b)Unaudited Consolidated Statements of Operations for the
                 Three Months Ended
                 March 31, 2011 and 2010.

              (c)Unaudited Consolidated Statements of Cash Flows for the Three
                 Months Ended March 31, 2011 and 2010.

              (d)Notes to Unaudited Consolidated Financial Statements for
                 the Period Ended
                 March 31, 2011.

Item 2.       Management's Discussion and Analysis or Plan of Operation.

Item 4 and 4T.Controls and Procedures.

PART II.      OTHER INFORMATION

Item 6.       Exhibits.

SIGNATURES

                                       i
<PAGE>

      CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This document contains  "forward-looking  statements" within the meaning of
the Private Securities  Litigation Reform Act of 1995. All statements other than
statements of historical fact are "forward-looking  statements" for the purposes
of the federal and state  securities  laws,  including,  but not limited to: any
projections of earnings,  revenue or other  financials  items; any statements of
the plans,  strategies and objectives of management for future  operations;  any
statements  concerning  proposed new services or  developments;  any  statements
regarding future economic  conditions or performance;  any statements  regarding
future  economic  conditions or performance;  any statements of belief;  and any
statements of assumptions underlying any of the foregoing.

     Forward-looking  statements may include the words "may,"  "could,"  "will,"
"estimate," "intend,"  "continue,"  "believe," "expect" or "anticipate" or other
similar  words.  These  forward-looking  statements  present our  estimates  and
assumptions  only  as of the  date  of  this  report.  Except  for  our  ongoing
obligation  to  disclose  material   information  as  required  by  the  federal
securities  laws, we do not intend,  and undertake no obligation,  to update any
forward-looking statement.

     Although  we  believe  that  the  expectations  reflected  in  any  of  our
forward-looking   statements  are   reasonable,   actual  results  could  differ
materially  from  those  projected  or  assumed  in any  of our  forward-looking
statements. Our future financial condition and results of operations, as well as
any  forward-looking  statements,  are subject to change and inherent  risks and
uncertainties.  The factors impacting these risks and uncertainties  include but
are not limited to:

     o    Increased  competitive  pressures  from existing  competitors  and new
          entrants;

     o    Increases  in  interest  rates or our cost of  borrowing  or a default
          under any material debt agreement;

     o    Deterioration in general or regional economic conditions;

     o    Adverse state or federal  legislation or regulation that increases the
          costs of compliance,  or adverse  findings by a regulator with respect
          to existing operations;

     o    Loss of customers or sales weakness;

     o    Inability to achieve future sales levels or other operating results;

     o    The unavailability of funds for capital expenditures; and

     o    Operational inefficiencies in distribution or other systems.

     For a detailed  description  of these and other  factors  that could  cause
actual results to differ materially from those expressed in any  forward-looking
statement,  please see "Risk  Factors" in our Annual Report on Form 10-K for the
year ended December 31, 2010.

                                       ii
<PAGE>

PART I      FINANCIAL INFORMATION

Item 1.     Financial Statements.

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                                At March 31, 2011
                                 (U.S. Dollars)

                                                 March 31,
                                                   2011          December
                                                                    31,
                                                (Unaudited)        2010
                                                ------------    ------------
Assets
Current
  Cash and cash equivalents                     $   525,709     $ 2,763,420
  Accounts receivable                             3,124,584       1,198,939
  Inventory                                       2,529,348       2,539,190
  Prepaid expenses                                  158,984         192,269
                                                ------------    ------------
                                                  6,338,625       6,693,819

Property, equipment and leaseholds                8,222,659       7,867,672
Patents                                             227,832         225,180
Long term deposits                                    8,087           7,895
Deferred tax asset                                  199,000         199,000
                                                ------------    ------------
                                                $14,996,203     $14,993,565
                                                ============    ============
Liabilities
Current
  Accounts payable and accrued liabilities      $   619,806         512,380
  Deferred revenue                                  304,975         250,000
  Taxes payable                                     940,000         620,000
  Current portion of long term debt                 127,273         122,726
                                                ------------    ------------
                                                  1,992,054       1,505,106
Long Term
  Loans                                           2,230,479       2,206,075
                                                ------------    ------------
                                                  4,222,533       3,711,181
Stockholders' Equity
Capital stock
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
  13,169,991 (2010: 13,962,567) common
  shares                                             13,170          13,963
Capital in excess of par value                   15,645,509      16,638,227
Other comprehensive income                          681,555         554,865
Deficit                                          (5,566,564)     (5,924,671)
                                                ------------    ------------
Total Stockholders' Equity                       10,773,670      11,282,384
                                                ------------    ------------
Total Liabilities and Stockholders' Equity      $14,996,203     $14,993,565
                                                ============    ============
Commitments (Note 13)

         -- See Notes to Unaudited Consolidated Financial Statements --

                                       1
<PAGE>

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2011 and 2010
                           (U.S. Dollars -- Unaudited)

                                                 Three Months Ended March
                                                           31,
                                                ---------------------------
                                                    2011           2010
                                                --------------  -----------

Sales                                           $  4,357,467    $3,384,846
Cost of sales                                      2,573,948     1,852,532
                                                --------------  -----------
Gross profit                                       1,783,519     1,532,314
                                                --------------  -----------
Operating expenses
  Wages                                              470,838       377,153
  Administrative salaries and benefits                93,614        84,355
  Advertising and promotion                           37,610        28,774
  Investor relations and transfer agent fee           25,824        23,496
  Office and miscellaneous                            97,335       100,206
  Insurance                                           56,098        50,616
  Interest expense                                    19,281        18,742
  Rent                                                44,665        41,183
  Consulting                                          30,691        33,227
  Professional fees                                   44,931        41,611
  Travel                                              32,650        25,503
  Telecommunications                                   8,908         9,772
  Shipping                                             8,119         5,868
  Research                                            14,115        18,855
  Commissions                                         66,658        42,384
  Bad debt expense (recovery)                              -

                                                                     5,253
  Currency exchange                                   12,923        10,284
  Utilities                                           41,152        30,359
                                                --------------  -----------
Total operating expenses                           1,105,412       947,641
                                                --------------  -----------
Operating income (loss)                              678,107       584,673
Interest income                                            -             -
                                                --------------  -----------
Income (loss) before income tax                      678,107       584,673
                                                --------------  -----------
Provision for income taxes                          (320,000)      (69,000)
                                                --------------  -----------
Net income (loss)                                    358,107       515,673

Net income (loss) per share (basic and
 diluted)                                       $       0.03     $    0.04
                                                --------------  -----------
Weighted average number of  common shares         13,592,698    13,962,567
                                                --------------  -----------

         -- See Notes to Unaudited Consolidated Financial Statements --

                                       2
<PAGE>

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 2011 and 2010
                           (U.S. Dollars -- Unaudited)

                                                 Three Months Ended March
                                                           31,
                                                ---------------------------
                                                   2011            2010
                                                ------------    -----------

Operating activities
  Net income (loss)                             $   358,107     $  515,673
  Stock compensation expense                         36,839         28,186
  Depreciation                                       81,153         86,738
Changes in non-cash working capital items:
  (Increase) Decrease in accounts receivable     (1,916,725)      (565,878)
  (Increase) Decrease in inventory                   24,899       (180,130)
  (Increase) Decrease in prepaid expenses            34,666          3,630
  Increase (Decrease) in accounts payable           110,908        (40,167)
  Increase (Decrease) in taxes payable              320,000         69,000
  Increase (Decrease) in deferred revenue            54,975              -
                                                ------------    -----------

Cash provided by (used in) operating
 activities                                        (895,178)      (429,588)
                                                ------------    -----------
Investing activities
  Acquisition of property and equipment            (287,698)       (76,320)
                                                ------------    -----------

Cash provided by (used in) investing
 activities                                        (287,698)       (76,320)
                                                ------------    -----------
Financing activities
  Loan                                              (30,758)             -
  Purchase of common stock                       (1,030,349)             -
                                                ------------    -----------

Cash provided (used) by financing activities     (1,061,107)             -
                                                ------------    -----------

Effect of exchange rate changes on cash               6,272        15,688
                                                ------------    -----------

Inflow (outflow) of cash                         (2,237,711)      (490,220)
Cash and cash equivalents, beginning              2,763,420      2,126,150
                                                ------------    -----------

Cash and cash equivalents, ending               $   525,709     $1,635,930
                                                ------------    -----------
Supplemental disclosure of cash flow
 information:
Income taxes paid                               $         -     $   69,000
Interest paid                                   $    19,281     $   18,742
                                                ------------    -----------


         -- See Notes to Unaudited Consolidated Financial Statements --


                                       3
<PAGE>

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       For the Period Ended March 31, 2011
                                 (U.S. Dollars)

1.    BASIS OF PRESENTATION.

     These unaudited  consolidated  financial  statements of Flexible  Solutions
International,  Inc (the  "Company")  have  been  prepared  in  accordance  with
accounting  principles  generally  accepted  in the United  States  for  interim
financial  information.  These  financial  statements  are  condensed and do not
include  all  disclosures   required  for  annual  financial   statements.   The
organization and business of the Company,  accounting  policies  followed by the
Company  and other  information  are  contained  in the  notes to the  Company's
audited  consolidated  financial  statements  filed  as  part  of the  Company's
December 31, 2010 Annual Report on Form 10-K.  This  quarterly  report should be
read in conjunction with such annual report.

     In the opinion of the Company's  management,  these consolidated  financial
statements  reflect all  adjustments  necessary to present  fairly the Company's
consolidated  financial position at March 31, 2011, and the consolidated results
of operations and the consolidated statements of cash flows for the three months
ended March 31, 2011 and 2010.  The results of  operations  for the three months
ended  March  31,  2011 are not  necessarily  indicative  of the  results  to be
expected for the entire fiscal year.

     These  consolidated  financial  statements include the accounts of Flexible
Solutions International, Inc. (the "Company"), and its wholly-owned subsidiaries
Flexible  Solutions,  Ltd.  ("Flexible  Ltd.") and NanoChem  Solutions  Inc. All
inter-company  balances and transactions  have been eliminated.  The Company was
incorporated  May 12,  1998 in the State of Nevada and had no  operations  until
June 30, 1998.

     The Company and its subsidiaries develop,  manufacture and market specialty
chemicals which slow the evaporation of water.  The Company's  primary  product,
HEAT$AVR(R),  is marketed  for use in swimming  pools and spas where its use, by
slowing  the  evaporation  of  water,  allows  the  water  to  retain  a  higher
temperature  for a longer period of time and thereby reduces the energy required
to maintain the desired  temperature of the water in the pool.  Another product,
WATER$AVR(R),   is  marketed  for  water   conservation  in  irrigation  canals,
aquaculture,  and reservoirs  where its use slows water loss due to evaporation.
In addition to the water conservation  products,  the Company also manufacturers
and markets water-soluble chemicals utilizing thermal polyaspartate  biopolymers
(hereinafter referred to as "TPAs"),  which are beta-proteins  manufactured from
the common biological amino acid, L-aspartic.  TPAs can be formulated to prevent
corrosion and scaling in water piping within the  petroleum,  chemical,  utility
and mining industries.  TPAs are also used as proteins to enhance fertilizers in
improving  crop  yields  and as  additives  for  household  laundry  detergents,
consumer care products and pesticides.

2.    SIGNIFICANT ACCOUNTING POLICIES.

     These  consolidated  financial  statements have been prepared in accordance
with accounting principles generally accepted in the United States applicable to
a going concern and reflect the policies outlined below.

      (a) Cash and Cash Equivalents.

     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.

                                       4
<PAGE>

      (b)   Inventories and Cost of Sales

     The Company has four major classes of inventory:  finished  goods,  work in
progress, raw materials and supplies. In all classes, inventory is valued at the
lower of cost or market. Cost is determined on a first-in, first-out basis. Cost
of sales includes all  expenditures  incurred in bringing the goods to the point
of sale.  Inventory  costs and costs of sales  include  direct  costs of the raw
material, inbound freight charges,  warehousing costs, handling costs (receiving
and  purchasing)  and utilities and overhead  expenses  related to the Company's
manufacturing and processing facilities.

       (c)  Allowance for Doubtful Accounts

     The Company  provides an allowance for doubtful  accounts  when  management
estimates  collectibility to be uncertain.  Accounts  receivable are continually
reviewed to determine  which,  if any,  accounts are doubtful of collection.  In
making the  determination  of the  appropriate  allowance  amount,  the  Company
considers  current  economic and industry  conditions,  relationships  with each
significant   customer,   overall  customer   credit-worthiness  and  historical
experience.

       (d) Property, Equipment and Leaseholds.

     The following assets are recorded at cost and depreciated using the methods
and annual rates shown below:

                 -----------------------------------------------------
                 Computer hardware             30% Declining balance
                 Automobile                    30% Declining balance
                 Trade show booth              30% Declining balance
                 Furniture and fixtures        20% Declining balance
                 Manufacturing equipment       20% Declining balance
                 Office equipment              20% Declining balance
                 Building and improvements     10% Declining balance
                 Leasehold improvements        Straight-line over
                                               lease term
                 -----------------------------------------------------

     Depreciation  is  recorded  at half  for the  year  the  assets  are  first
purchased.  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.

     Costs  capitalized  on  self-constructed  assets  classified as plant under
construction,  include  contracted  costs and  supplies,  but do not  capitalize
interest  costs.  The Company  does not  commence  depreciating  its plant under
construction until it becomes operational.

      (e) Impairment of Long-Lived Assets.

     In  accordance  with FASB  Codification  Topic  360,  "Property,  Plant and
Equipment (ASC 360), the Company reviews long-lived assets,  including,  but not
limited to,  property and  equipment,  patents and other assets,  for impairment
annually or whenever  events or changes in  circumstances  indicate the carrying
amounts of assets  may not be  recoverable.  The  carrying  value of  long-lived
assets is assessed for impairment by evaluating operating performance and future
undiscounted  cash flows of the  underlying  assets.  If the sum of the expected
future cash flows of an asset is less than its  carrying  value,  an  impairment
measurement is indicated.  Impairment charges are recorded to the extent that an
asset's carrying value exceeds its fair value. Accordingly, actual results could
vary significantly from such estimates.  There were no impairment charges during
the periods presented.

                                       5
<PAGE>

      (f)   Foreign Currency.

     The  functional  currency  of  one  of the  Company's  subsidiaries  is the
Canadian  Dollar.  The  translation  of the  Canadian  Dollar  to the  reporting
currency  of the U.S.  Dollar is  performed  for  assets and  liabilities  using
exchange  rates in  effect  at the  balance  sheet  date.  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 subsidiary's functional currency,  Canadian Dollars, into the reporting
currency, U.S. Dollars, are excluded from the determination of income (loss) and
are 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 operating  income  (loss) if
realized  during  the year and in  comprehensive  income  (loss) if they  remain
unrealized at the end of the year.

      (g) Revenue Recognition.

     Revenue from product sales is recognized at the time the product is shipped
since title and risk of loss is  transferred  to the purchaser  upon delivery to
the carrier.  Shipments are made F.O.B.  shipping point. The Company  recognizes
revenue when there is  persuasive  evidence of an  arrangement,  delivery to the
carrier  has  occurred,  the fee is fixed  or  determinable,  collectability  is
reasonably   assured  and  there  are  no  significant   remaining   performance
obligations.  When  significant  post-delivery  obligations  exist,  revenue  is
deferred until such  obligations are fulfilled.  To date there have been no such
significant post-delivery obligations.

     Provisions  are made at the time the  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.

      (h) Stock Issued in Exchange for Services.

     The Company's  common stock issued in exchange for services is valued at an
estimated  fair market value based upon trading  prices of the Company's  common
stock on the dates of the stock transactions.  The corresponding  expense of the
services rendered is recognized over the period that the services are performed.

      (i) Stock-based Compensation.

     The Company recognizes  compensation expense for all share-based  payments,
in  accordance  with  FASB  Codification   Topic  718,   Compensation  --  Stock
Compensation, (ASC 718). Under the fair value recognition provisions of ASC 718,
the Company recognizes  share-based  compensation  expense,  net of an estimated
forfeiture rate, over the requisite service period of the award.

     The fair  value at grant  date of stock  options  is  estimated  using  the
Black-Scholes-Merton option-pricing model. Compensation expense is recognized on
a  straight-line  basis  over  the  stock  option  vesting  period  based on the
estimated number of stock options that are expected to vest.

      (j) 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.

                                       6
<PAGE>

      (k) Income (loss) Per Share.

     Basic  earnings  (loss) per share is  computed by  dividing  income  (loss)
available to common stockholders by the weighted average number of common shares
outstanding  in the period.  Diluted  earnings  (loss) per share are  calculated
giving effect to the potential dilution of the exercise of options and warrants.
Common equivalent  shares,  composed of incremental  common shares issuable upon
the  exercise of stock  options and  warrants are included in diluted net income
per share to the extent that these shares are dilutive. Common equivalent shares
that have an  anti-dilutive  effect on net income  per share have been  excluded
from the  calculation of diluted  weighted  average shares  outstanding  for the
three months ended March 31, 2011 and 2010.

      (l) Use of Estimates.

     The  preparation of  consolidated  financial  statements in conformity with
accounting   principles   generally  accepted  in  the  United  States  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 the results of
operations and cash flows.

      (m) Financial Instruments.

     The fair market value of the  Company's  financial  instruments  comprising
cash and cash  equivalents,  accounts  receivable,  and  accounts  payable  were
estimated to approximate  their  carrying  values due to immediate or short-term
maturity of these financial instruments.  The Company maintains cash balances at
financial  institutions  which at times,  exceed federally insured amounts.  The
Company has not experienced any material losses in such accounts.

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

      (n) Fair Value of Financial Instruments

     In  August  2009,  an  update  was  made to  Fair  Value  Measurements  and
Disclosures  --  "Measuring  Liabilities  at Fair  Value."  This update  permits
entities to measure the fair value of liabilities,  in  circumstances in which a
quoted price in an active  market for an identical  liability is not  available,
using a valuation  technique that uses a quoted price of an identical  liability
when  traded as an asset,  quoted  prices  for  similar  liabilities  or similar
liabilities  when  traded  as assets or the  income or market  approach  that is
consistent  with the  principles  of Fair Value  Measurements  and  Disclosures.
Effective upon issuance,  the Company has adopted this guidance with no material
impact to the Company's consolidated financial statements.

     Fair value is defined as the  exchange  price that would be received for an
asset or paid to transfer a liability  (an exit price) in the  principal or most
advantageous market for the asset or liability in an orderly transaction between
market  participants  on the  measurement  date.  Valuation  techniques  used to
measure fair value must maximize the use of  observable  inputs and minimize the
use of unobservable  inputs. The standard describes a fair value hierarchy based
on three levels of inputs described below, of which the first two are considered
observable and the last unobservable, that may be used to measure fair value.

     o    Level 1 - Quoted  prices in active  markets  for  identical  assets or
          liabilities

     o    Level 2 -  Inputs  other  than  Level 1 that  are  observable,  either
          directly or  indirectly,  such as quoted prices for similar  assets or
          liabilities;  quoted  prices in markets that are not active;  or other

                                       7
<PAGE>

          inputs that are observable or can be corroborated by observable market
          data for substantially the full term of the assets or liabilities.

     o    Level 3 --  Unobservable  inputs  that are  supported  by little or no
          market  activity  and that are  significant  to the fair  value of the
          assets or liabilities.

     The fair values of cash and cash equivalents, accounts receivable, accounts
payable and accrued  liabilities  for all periods  presented  approximate  their
respective  carrying  amounts  due to the short term  nature of these  financial
instruments. Long term debt relates to borrowings from governmental entities and
as such no interest has been imputed on the non-interest bearing loan.

      (o)   Contingencies

     Certain  conditions  may exist as of the date the financial  statements are
issued,  which  may  result  in a loss to the  Company  but  which  will only be
resolved  when one or more future  events occur or fail to occur.  The Company's
management and its legal counsel assess such  contingent  liabilities,  and such
assessment  inherently  involves an  exercise of  judgment.  In  assessing  loss
contingencies  related to legal proceedings that are pending against the Company
or unasserted  claims that may result in such  proceedings,  the Company's legal
counsel  evaluates the perceived  merits of any legal  proceedings or unasserted
claims  as well as the  perceived  merits  of the  amount  of  relief  sought or
expected to be sought therein.

     If the  assessment  of a contingency  indicates  that it is probable that a
material  loss  has  been  incurred  and  the  amount  of the  liability  can be
estimated,  the estimated  liability would be accrued in the Company's financial
statements.   If  the  assessment  indicates  that  a  potential  material  loss
contingency  is not  probable  but is  reasonably  possible,  or is probable but
cannot be estimated, then the nature of the contingent liability,  together with
an estimate of the range of possible loss if determinable and material, would be
disclosed.

     Loss  contingencies  considered  remote are generally not disclosed  unless
they involve guarantees, in which case the guarantees would be disclosed.

     (p) Income Taxes

     Income  taxes are  accounted  for under  the  asset and  liability  method.
Deferred tax assets and  liabilities  are recognized for the expected future tax
consequences   attributable  to  temporary  differences  between  the  financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective tax bases and operating loss and tax credit  carryforwards.  Deferred
tax assets and  liabilities  are measured  using  enacted tax rates  expected to
apply to taxable income in the years in which those  temporary  differences  are
expected  to be  recovered  or settled.  The effect on  deferred  tax assets and
liabilities  of a change in tax rates is recognized in income in the period that
includes  the  enactment  date.  Deferred  tax assets are reduced by a valuation
allowance so that the assets are recognized only to the extent that when, in the
opinion of  management,  it is more likely than not that some  portion or all of
the deferred tax assets will be realized.

     Per FASB ASC 740  "Income  taxes"  under the  liability  method,  it is the
Company's policy to provide for uncertain tax positions and the related interest
and  penalties  based upon  management's  assessment of whether a tax benefit is
more likely than not to be sustained  upon  examination by tax  authorities.  At
March 31, 2011,  the Company  believes it has  appropriately  accounted  for any
unrecognized  tax  benefits.  To the extent the Company  prevails in matters for
which a liability for an  unrecognized  benefit is established or is required to
pay amounts in excess of the  liability,  the Company's  effective tax rate in a
given  financial  statement  period  may be  affected.  Interest  and  penalties
associated with the Company's tax positions are recorded as Interest Expense.

                                       8
<PAGE>


     (q) Risk Management

     The  Company's  credit  risk  is  primarily  attributable  to  its  account
receivables.  The amounts  presented in the  accompanying  consolidated  balance
sheets are net of allowances for doubtful  accounts,  estimated by the Company's
management based on prior experience and the current economic  environment.  The
Company is exposed to credit-related  losses in the event of  non-performance by
counterparties  to the financial  instruments.  Credit  exposure is minimized by
dealing with only credit  worthy  counterparties.  Accounts  receivable  for the
three primary  customers  totals  $1,615,743  (52%) as at March 31, 2011 (2010 -
$702,486 or 59%).

     The credit risk on cash and cash equivalents is limited because the Company
limits its exposure to credit loss by placing its cash and cash equivalents with
major financial institutions.

     The Company is not exposed to significant  interest rate risk to the extent
that the long term debt  maintained  from the  foreign  government  agencies  is
subject to a fixed rate of interest.

     In order to manage its exposure to foreign  exchange risks,  the Company is
closely  monitoring the fluctuations in the foreign currency  exchange rates and
the impact on the value of cash and cash equivalents,  accounts receivable,  and
accounts payable.

     (r)  Recent Accounting Pronouncements

     In December 2010, the FASB issued ASU No. 2010-29,  -Business  Combinations
(Topic 805):  Disclosure of  Supplementary  Pro Forma  Information  for Business
Combinations  (-ASU  2010-29).  The  amendments in this ASU specifies  that if a
public  entity  presents  comparative  financial  statements,  the entity should
disclose  revenue and  earnings of the  combined  entity as though the  business
combination(s)  that  occurred  during the current  year had  occurred as of the
beginning of the comparable  prior annual  reporting period only. The amendments
also expand the  supplementary pro forma disclosures to include a description of
the nature and amount of material,  nonrecurring pro forma adjustments  directly
attributable  to the  business  combination  included in the  reported pro forma
revenue and earnings.  The amendments are effective  prospectively  for business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning on or after  December 15, 2010.  The
adoption of ASU 2010-29 on January 1, 2011 did not have a material impact on the
Company's Consolidated Financial Statements.

     In December 2010, the FASB issued ASU No. 2010-28,  -Intangibles - Goodwill
and Other (Topic 350):  When to Perform Step 2 of the Goodwill  Impairment  Test
for Reporting Units with Zero or Negative  Carrying Amounts (-ASU 2010-28).  For
reporting units with zero or negative carrying  amounts,  this ASU requires that
an entity  perform Step 2 of the goodwill  impairment  test if it is more likely
than not that a goodwill  impairment  exists. In determining  whether it is more
likely than not that a goodwill  impairment  exists,  an entity should  consider
whether there are any adverse  qualitative factors indicating that an impairment
may exist. The qualitative factors are consistent with the existing guidance and
examples,  which  require  that  goodwill  of a  reporting  unit be  tested  for
impairment between annual tests if an event occurs or circumstances  change that
would more likely  than not reduce the fair value of a reporting  unit below its
carrying amount.  The amendments in this ASU are effective for fiscal years, and
interim  periods  within those years,  beginning  after  December 15, 2010.  The
adoption  of ASU  2010-28  on  January  1,  2011 did not have an  impact  on the
Company's Consolidated Financial Statements.

                                       9
<PAGE>

3.    ACCOUNTS RECEIVABLE

      -----------------------------------------------------------
                                         2011           2010
                                     ----------------------------
      Accounts receivable            $3,138,422      $1,212,428
      Allowances for doubtful
       accounts                         (13,838)        (13,489)
                                     -------------- -------------
                                     $3,124,584      $1,198,939
      -----------------------------------------------------------

     The Company has pledged $350,748 of the above listed accounts receivable as
collateral for the Flexible Solutions Ltd. loan from AFSC (see Note 8b).

4.    INVENTORIES

      ----------------------------------------------------
                                  2011           2010
                              ----------------------------
      Completed goods          $1,204,443    $1,354,578
      Works in progress            75,511       142,824
      Raw materials             1,249,394     1,041,788
                              -------------  -------------
                               $ 2,529,348   $2,539,190
      ----------------------------------------------------

5.    PROPERTY, PLANT & EQUIPMENT

    ----------------------------------------------------------------------
                                      2011      Accumulated     2011
                                      Cost      Depreciation    Net
                                   ------------ -----------  -----------
    Buildings                       $3,216,859  $1,607,905   $1,608,954
    Plant under  construction and
     equipment                       5,346,283          --    5,346,283
    Computer hardware                  102,391      75,967      26,424
    Furniture and fixtures              28,907      19,511       9,396
    Office equipment                    24,573      19,772       4,801
    Manufacturing equipment          2,397,907   1,813,384     584,523
    Trailer                             28,790      18,828       9,962
    Technology                         140,901           -      140,901
    Trade show booth                     8,962       8,134          828
    Truck                               12,263       7,539        4,724
    Land                               485,863           -      485,863
                                   ------------ -----------  -----------
                                   $11,936,699  $3,571,040   $8,222,659
    ----------------------------------------------------------------------


    --------------------------------------------------------------------------
                                            2010     Accumulated    2010
                                            Cost    Depreciation     Net
                                       --------------------------------------
    Buildings                           $3,216,859   $1,566,462    $1,650,397
    Plant under construction and
     equipment                           4,922,148           --     4,922,148
    Computer hardware                      100,733       72,557        28,176
    Furniture and fixtures                  28,391       18,654         9,737
    Office equipment                        23,954       19,028         4,926
    Manufacturing equipment              2,392,162    1,772,207       619,955
    Trailer                                28,0654       17,566        10,498
    Technology                             137,349           --       137,349
    Trade show booth                         8,736        7,863           873
    Truck                                   11,954        6,975         4,979
    Land                                   478,634           --       478,634
                                       --------------------------------------
                                       $11,348,985   $3,481,313    $7,867,672
    --------------------------------------------------------------------------

                                       10
<PAGE>

     Amount of depreciation expense for 2011: $81,153 (2010: $83,806)

     As of March 31, 2011, the following capitalized costs pertaining to our new
plant in Taber, Alberta are classified as Plant Under Construction and Equipment
and  include  contracted  costs and  supplies,  but do not  include  capitalized
interest costs. The Company will not begin  depreciating the Plant and Equipment
until it becomes operational.

           --------------------------------------------------------------------
                                                      2011             2010
                                                       ----             ----
           Building                                 1,090,972       1,063,471
           Building improvements                    1,116,492       1,085,613
           Manufacturing equipment                  3,117,387       2,773,064
           Technology                                 140,901         137,349
                                                  -----------      -----------
                                                    5,487,184       5,059,497
           --------------------------------------------------------------------

     The following  carrying amount of capital assets held by Flexible Solutions
Ltd. serves as collateral for the AFSC loan. (See Note 8b):

         ----------------------------------------
         Land                      $  286,770
         Building                   1,090,972
         Building improvements      1,116,492
         Manufacturing equipment    3,185,982
         Trailer                        9,962
         Truck                          4,725
         Trade show booth                 828
         Technology                   140,901
         ----------------------------------------

6.    PATENTS

     In fiscal  2005,  the  Company  started the patent  process for  additional
WATER$AVR(R) products.  Patents associated with these costs were granted in 2006
and they have been amortized over their legal life of 17 years.

     Of the patents costs listed below, $81,042 (2010 - $79,582) are not subject
to amortization as of March 31, 2011, as the patents are still in the process of
being approved.

                        2011       Accumulated       2011
                        Cost       Amortization      Net
      -------------------------------------------------------

      Patents        $273,408      $ 45,575          $227,832
      -------------------------------------------------------


                        2010       Accumulated       2010
                        Cost       Amortization      Net
      ---------------------------------------------------------

      Patents        $266,530      $ 41,350          $225,180
      ---------------------------------------------------------

     Increase in 2011 cost was due to currency conversion. 2011 cost in Canadian
dollars - $265,102 (2010 - $265,102 in Canadian dollars).

     Amount of depreciation for 2011 - $2,932 (2010 - $2,932)

                                       11
<PAGE>

     Estimated depreciation expense over the next five years is as follows:

      -----------------------
      2011      $   11,865
      2012          11,865
      2013          11,865
      2014          11,865
      2015          11,865
      -----------------------


7.    LONG TERM DEPOSITS

     The Company has reclassified  certain  security  deposits to better reflect
their long term nature.  Long term deposits  consist of damage  deposits held by
landlords and security deposits held by various vendors.

      ----------------------------------------------------
                                        2011         2010
                                      --------------------
      Long term deposits              $ 8,087      $ 7,895

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

8.    LONG TERM DEBT

(a) Flexible  Solutions Ltd. has received a  non-interest  bearing loan from the
Department of  Agriculture  and Agri-Food  Canada  ("AAFC").  Eligible for up to
$1,000,000 Canadian funds, the Company had an outstanding balance of $910,801 in
Canadian funds ($939,400 US) as of March 31, 2011, on an unsecured basis. If the
full amount is borrowed, the repayment schedule is as follows:

      Amount Due (in CDN funds) Payment Due Date
      ------------------------  ----------------
              $200,000           January 1, 2012
              $200,000           January 1, 2013
              $200,000           January 1, 2014
              $200,000           January 1, 2015
              $200,000           January 1, 2016

(b) Flexible  Solutions  Ltd. has also  received a 5% simple  interest loan from
Agriculture  Financial  Services Corp.  ("AFSC").  Eligible for up to $2,000,000
Canadian funds, the Company had an outstanding balance of $1,375,172 in Canadian
funds  ($1,418,352  US) as of March 31,  2011.  The Company was required to make
interest payments until May 1, 2010 and then effective May 1, 2010 equal monthly
payments of  principal  and interest of $15,829 in Canadian  funds  ($16,325 US)
until May 1, 2014.  The Company has pledged its building in Taber,  Alberta,  as
well as  equipment,  inventory  and accounts  receivable  (see Notes 3 and 5) as
collateral,  as well as signed a promissory note  guaranteeing the amount of the
loan.

Continuity:
Balance at December 31, 2009           $     2,285,314
Less: loan repayment                           (75,642)
Effect of exchange rate                        119,129
                                     -------------------

Balance at December 31, 2010           $     2,328,801
Less: loan repayment                           (30,757)
Effect of exchange rate                         59,708
                                     -------------------

Balance at March 31, 2011              $     2,357,752
                                     ===================

                                       12
<PAGE>


Outstanding balance at:                  2011           2010
a)    Long term debt - AAFC        $  939,400     $  915,719
b)    Long term debt - AFSC         1,418,352      1,413,082
                                 -------------    -----------
Long term debt                    $ 2,357,752     $2,328,801
Less current portion                 (127,273)       (122,726)
                                 -------------    -----------
                                  $ 2,230,479     $2,206,075
                                 =============    ===========

9.    STOCK OPTIONS

     The Company adopted a stock option plan ("Plan").  The purpose of this Plan
is to provide additional  incentives to key employees,  officers,  directors and
consultants  of the Company and its  subsidiaries  in order to help  attract and
retain  the  best  available  personnel  for  positions  of  responsibility  and
otherwise  promoting  the success of its  business.  It is intended that options
issued under this Plan constitute non-qualified stock options. The general terms
of awards  under the option plan are that 100% of the options  granted will vest
the year following the grant. The maximum term of options granted is 5 years.

     The  Company may issue  stock  options and stock  bonuses for shares of its
common stock to provide incentives to directors, key employees and other persons
who  contribute  to the  success  of the  Company.  The  exercise  price  of all
incentive  options are issued for not less than fair market value at the date of
grant.

     The following table  summarizes the Company's stock option activity for the
years ended December 31, 2009, 2010 and the period ended March 31, 2011:

  -----------------------------------------------------------------------------
                                                   Exercise      Weighted
                                   Number of         price        average
                                    shares         per share   exercise price
                                ----------------  -----------  --------------

  Balance, December 31, 2008      1,910,700       $3.00-$4.55      $3.38
  Granted                           122,000             $2.25      $2.25
  Cancelled or expired             (204,740)      $3.00-$4.60      $3.74
                                ----------------  -----------  --------------
  Balance, December 31, 2009      1,546,700       $2.25-$3.85      $3.25
  Granted                           315,000       $1.50-$2.25      $1.87
  Cancelled or expired              (25,000)      $1.50-$3.85      $1.97
                                ----------------  -----------  --------------
  Balance, December 31, 2010      1,836,700       $1.50-$3.60      $3.03
                                ----------------  -----------  --------------
  Granted                           358,000       $1.50-$2.00      $1.61
  Cancelled or expired            1,134,000       $1.90-$3.60      $3.20
                                ----------------  -----------  --------------
  Balance, March 31, 2011         1,060,700       $1.50-$3.60      $2.38
                                ----------------  -----------  --------------
  Exercisable, March 31, 2011       611,700       $1.50-$3.60      $2.85
  -----------------------------------------------------------------------------

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

   -------------------------------------------------------------------
                                            2011           2010
                                         -----------    ------------
   Expected life - years                     5.0            5.0
   Interest rate                             1.8%     1.4 - 2.49%
   Volatility                                 62%             60%
   Dividend yield                             --%             --%
   Weighted average fair value of
    options granted                   $0.39-0.50      $0.29-0.70
   -------------------------------------------------------------------

                                       13
<PAGE>

     During the three  months ended March 31, 2011 the Company  granted  196,000
options to consultants that resulted in $13,550 in expenses this quarter. During
the same period, 162,000 options were granted to employees, resulting in $17,317
in expenses  this  quarter.  Options  granted in previous  quarters  resulted in
additional  expenses  in the amount of $5,971 for  employees  during the quarter
ended March 31, 2011. No stock options were exercised during the period.

     During the three  months  ended March 31, 2010 the Company  granted  61,000
options to consultants that resulted in $5,008 in expenses this quarter.  During
the same period,  94,000 options were granted to employees,  resulting in $7,021
in expenses  this  quarter.  Options  granted in previous  quarters  resulted in
additional  expenses  in the amount of $5,285 for  consultants  and  $10,871 for
employees  during the  quarter  ended  March 31,  2010.  No stock  options  were
exercised during the period.


10.   WARRANTS

     On April 14,  2005,  the Company  announced  that it had raised  $3,375,000
pursuant  to a private  placement.  The  investors  in this  offering  purchased
900,000  shares of the  Company's  common  stock at a per-share  price of $3.75,
together  with  warrants  to  purchase  up to 900,000  additional  shares of the
Company's  common  stock.  The  warrants  originally  had a 4 year term and were
exercisable at a price of $4.50 per share.

     On June 8, 2005,  the Company  announced  that it had raised an  additional
$327,750 pursuant to a private placement. An investor purchased 87,400 shares of
the  Company's  common  stock at a per  share  price of $3.75,  together  with a
warrant to  purchase  up to 87,400  additional  shares of the  Company's  common
stock. The warrants originally had a 4 year term and were exercisable at a price
of $4.50 per share.

     In February 2009, the Company amended the warrants granted in 2005 to a per
share  exercise  price of $4.00 and extended  the  exercise  term until July 31,
2009.

     In May  2007  the  Company  closed  a  $3,042,455  private  placement  with
institutional  investors. The Company sold 936,140 units at a price of $3.25 per
unit. Each unit consisted of one share of common stock and one-half warrant with
a three year term and an exercise  price of $4.50 per share.  The  Company  also
issued  21,970  warrants  with the same terms for  investment  banking  services
related to this transaction.

     In February 2010, the Company amended the warrants granted in 2007 to a per
share  exercise price of $3.00 and extended the exercise term until December 31,
2010.

     The following table summarizes the Company's warrant activity for the three
years ended December 30, 2010 (no subsequent activity):

                                    Number of       Exercise        Weighted
                                     Shares        price per         average
                                                     share       exercise price
                                   ------------   -------------  ---------------
Balance  December  31,  2007 and     1,477,440          $ 4.50            $ 4.50
2008
Granted                                      -               -                 -
Exercised                                    -               -                 -
Cancelled/Expired                      987,400          $ 4.50            $ 4.50
                                   ------------   -------------  ---------------
Balance December 31, 2009              490,040          $ 3.00            $ 3.00
Granted
Exercised
Cancelled/Expired                      490,040          $ 3.00            $ 3.00
                                   ------------   ------------------------------
Balance December 31, 2010 and                -               -                 -
March 31, 2011

                                       14
<PAGE>

11.   CAPITAL STOCK.

     On February 16, 2011 the Company  repurchased and cancelled  792,576 shares
of common stock for $1.30 per share, for a total of $1,030,349.

12. SEGMENTED, SIGNIFICANT CUSTOMER INFORMATION AND ECONOMIC DEPENDENCY.

     The Company operates in two segments:

     (a) Development and marketing of two lines of energy and water conservation
products (as shown under the column heading  "EWCP" below),  which consists of a
(i) liquid  swimming  pool blanket  which saves  energy and water by  inhibiting
evaporation  from the pool  surface,  and (ii)  food-safe  powdered  form of the
active  ingredient within the liquid blanket and which is designed to be used in
still or slow moving drinking water sources.

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

     The accounting  policies of the segments are the same as those described in
Note 2, Significant Accounting Policies. The Company evaluates performance based
on  profit  or  loss  from  operations   before  income  taxes,   not  including
nonrecurring gains and losses and foreign exchange gains and losses.

     The Company's  reportable  segments are strategic business units that offer
different,  but synergistic  products and services.  They are managed separately
because each business requires different technology and marketing strategies.


      Three months ended March 31, 2011:
      -------------------------------------------------------------------
                                     EWCP         BPCA          Total
                                   ----------   ----------   ------------
      Revenue                      $411,317     $3,946,150   $ 4,357,467
      Interest revenue                   -               -             -
      Interest expense              19,281               -        19,281
      Depreciation and
        amortization                10,807          70,346        81,153
      Segment profit (loss)       (470,252)        828,359       358,107
      Segment assets             5,857,849       2,364,810     8,222,659
      Expenditures for
       segment assets              270,329          17,369       287,698
      -------------------------------------------------------------------

                                       15
<PAGE>

      Three months ended March 31, 2010:
      -------------------------------------------------------------------
                                     EWCP         BPCA          Total
                                   ----------   ----------   ------------
      Revenue                      $280,800     $3,104,046   $ 3,384,846
      Interest revenue                   -               -             -
      Interest expense              17,794             948        18,742
      Depreciation and
       amortization                 11,278          75,460        86,738
      Segment profit (loss)       (413,520)        929,193       515,673
      Segment assets             5,180,735       2,520,733     7,701,468
      Expenditures for
       segment assets               75,876             444        76,320
      -------------------------------------------------------------------

      The sales generated in the United States and Canada are as follows:
    ---------------------------------------------------------------------
                                                   2011          2010
                                                -----------    ----------
    Canada                                      $  205,766     $ 165,914

    United States and abroad                     4,151,701     3,218,932
                                                -----------    ----------
    Total                                       $4,357,467    $3,384,846
    ---------------------------------------------------------------------

      The Company's long-lived assets are located in Canada and the United
States as follows:
    ---------------------------------------------------------------------
                                                   2011          2010
                                                -----------    ----------
    Canada                                      $6,226,649     $5,675,065
    United States                                2,223,842      2,417,787
                                                -----------    ----------
    Total                                       $8,450,491     $8,092,852
    ---------------------------------------------------------------------

       Three customers accounted for $2,506,107 (64%) of sales made in the
period (2010 - $2,025,581 or 59%).

13.   COMMITMENTS.

     The Company is  committed  to minimum  rental  payments  for  property  and
premises aggregating  approximately  $333,119 over the term of three leases, the
last expiring on July 31, 2014.

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

        ---------------------
        2011          123,587
        2012           78,563
        2013           81,750
        2014           49,219
        ---------------------

14.   COMPARATIVE FIGURES.

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

                                       16
<PAGE>

Item 2.  Management's  Discussion  and  Analysis  of  Results of  Operation  and
         Financial Condition.

Overview

     The Company  develops,  manufactures and markets  specialty  chemicals that
slow the  evaporation  of water.  The  Company  also  manufactures  and  markets
biodegradable   polymers  which  are  used  in  the  oil,  gas  and  agriculture
industries.

Results of Operations

     The Company has two product lines:

     Energy and Water Conservation  products - The Company's HEAT$AVR(R) product
is used in swimming pools and spas. The product forms a thin,  transparent layer
on the water's  surface.  The transparent  layer slows the evaporation of water,
allowing the water to retain a higher  temperature  for a longer  period of time
and thereby reducing the energy required to maintain the desired  temperature of
the water.  WATER$AVR(R),  a modified  version  of  HEAT$AVR(R),  can be used in
reservoirs,  potable water storage tanks,  livestock watering ponds, canals, and
irrigation ditches.

     BCPA  products - The second  product,  TPA's  (i.e.  thermal  polyaspartate
biopolymers),  are  biodegradable  polymers  used  by the  petroleum,  chemical,
utility and mining  industries to prevent corrosion and scaling in water piping.
This product can also be used in detergents to increase  biodegradability and in
agriculture to increase crop yields by enhancing fertilizer uptake.

     Material  changes in the Company's  Statement of  Operations  for the three
months ended March 31, 2011 are discussed below:

Three Months Ended March 31, 2011
---------------------------------
                 Increase (I) or
Item              Decrease (D)     Reason
----              ------------     ------
Sales
    EWCP products       I       Increase in customer inventory to more normal
                                level has resulted in greater sales.

    BPCA products       I       Increased sales across all market verticals due
                                to increased success in sales activity.

Gross Profit            I       Increased sales.

Wages                   I       Increased sales.

Administrative          I       Increased sales.
salaries and
benefits

Commissions             I       Increased sales for the quarter  resulted
                                in higher commissions.

                                       17
<PAGE>


Utilities               I       Increased work at the Taber plant has required
                                increased used of energy. Once the facility is
                                operational, these costs will be allocated to
                                overhead.

Capital Resources and Liquidity

The Company's sources and (uses) of cash for the three months ended March 31,
2011 and 2010 are shown below:
                                               2011          2010
                                               ----          ----
Cash used by operations                       (895,178)     (429,588)
Construction of plant in                      (270,329)      (75,876)
Taber, AB
Purchases of equipment                         (17,369)         (444)
Repayment of loans                             (30,758)            -
Purchase of common stock                    (1,030,349)
Changes in exchange rates                        6,272        15,688

     In February 2011, the Company  purchased 792,576 shares of its common stock
from unrelated third parties.  The shares were acquired in privately  negotiated
transactions  for a total purchase  price of $1,030,349.  None of the share were
acquired in open market transactions.

     In 2007, the Company began  construction  of a plant in Taber Alberta.  The
plant will be used to manufacture  aspartic acid which is the major component of
TPAs. Presently the Company buys its aspartic acid from China where the base raw
material  is oil.  The  Company's  plant in Taber will use sugar as the base raw
material.  Although the Company  expects that it will still import some aspartic
acid from China,  using aspartic acid  manufactured by its plant from sugar will
reduce its raw material costs, reduce price fluctuations generated by oil prices
and reduce shipping costs.

     The Company expects that the Taber plant will begin  commercial  production
in 2011  and expects to spend  approximately  another $200,000 before commercial
production begins.

     The Company has sufficient  cash resources to meets its future  commitments
and cash flow  requirements  for the coming  year.  As of March 31, 2011 working
capital was  $3,376,569  (2010 - $5,188,713)  and the Company has no substantial
commitments  that  require  significant  outlays of cash over the coming  fiscal
year.

     The Company is  committed  to minimum  rental  payments  for  property  and
premises aggregating  approximately  $333,119 over the term of three leases, the
last expiring on July 31, 2014.

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

        ---------------------
        2011          123,587
        2012           78,563
        2013           81,750
        2014           49,219
        ---------------------

                                       18
<PAGE>

     Other than as disclosed  in this  report,  the Company does not know of any
trends,  demands,  commitments,  events or uncertainties that will result in, or
that are reasonably likely to result in, the Company's  liquidity  increasing or
decreasing in any material way.

     Other than as disclosed  in this  report,  the Company does not know of any
significant changes in its expected sources and uses of cash.

     The  Company  does not  have  any  lines of  credit  or  similar  financing
arrangements.

     See Note 2 to the financial  statements included as part of this report for
a  description  of the  Company's  significant  accounting  policies  and recent
accounting pronouncements.

                                       19
<PAGE>

Item 4.     CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the direction and with the participation of our management,  including our
Principal  Executive  and Financial  Officer,  we conducted an evaluation of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of March 31, 2011. We maintain  disclosure controls and procedures
that are  designed to ensure that  information  required to be  disclosed in our
periodic  reports  with the  Securities  and  Exchange  Commission  is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's  rules and  regulations,  and that such  information  is  accumulated  and
communicated to our management,  including our principal executive and financial
officer,   as  appropriate,   to  allow  timely  decisions   regarding  required
disclosure.  Our  disclosure  controls and  procedures are designed to provide a
reasonable level of assurance of reaching desired disclosure control objectives.
Based on the evaluation, our Principal Executive and Financial Officer concluded
that these  disclosure  controls and  procedures  are  effective as of March 31,
2011.

Changes in Internal Control over Financial Reporting

Our management,  with the participation of our Principal Executive and Financial
Officer,  evaluated  whether any change in our internal  control over  financial
reporting  occurred during the three months ended March 31, 2011.  Based on that
evaluation,  it was  concluded  that  there has been no  change in our  internal
control over  financial  reporting  during the three months ended March 31, 2011
that materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.

                                       20
<PAGE>

PART II

Item 6.     Exhibits.

Number           Description
-----            -----------
3.1    Amended and Restated Certificate of Incorporation of the registrant. (1)

3.2    Bylaws of the registrant. (1)

31.1   Certification of Principal  Executive  Officer  Pursuant to ss.302 of the
       Sarbanes-Oxley Act of 2002.*

31.2   Certification of  Principal Financial  Officer  Pursuant to ss.302 of the
       Sarbanes-Oxley Act of 2002.*

32.1   Certification of Principal Executive and Financial Officer Pursuant to 18
       U.S.C. ss.1350 and ss.906 of the Sarbanes-Oxley Act of 2002.*

      *     Filed with this report.

     (1) Incorporated by reference to the registrant's Registration Statement on
Form 10-SB (SEC File. No. 000-29649) filed February 22, 2000.

                                       21
<PAGE>

                                   SIGNATURES


     In accordance with the  requirements of Section 13 or 15(d) of the Exchange
Act,  the  registrant  caused  this  report to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

May 16, 2011

                                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.


                                     By:     /s/ Daniel B. O'Brien
                                             --------------------------------
                                     Name:    Daniel B. O'Brien
                                     Title:   President and Principal
                                              Executive Officer

                                     By:       /s/ Daniel B. O'Brien
                                              --------------------------------
                                     Name:    Daniel B. O'Brien
                                     Title:   Principal Financial and
                                              Accounting Officer

                                       22


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