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


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


                                  FORM 10-QSB/A
                                (AMENDMENT NO. 1)

(Mark one)

|X|      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003.

|_|      Transition Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

         For the transition period from                 to               .
                                        ---------------    --------------

                        Commission File Number 000-29649


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


                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
           (Name of Small Business Issuer as Specified in Its Charter)

         NEVADA                                            91-1922863
(State of Incorporation)                       (IRS Employer Identification No.)


          615 DISCOVERY STREET
   VICTORIA, BRITISH COLUMBIA, CANADA                       V8T 5G4
(Address of Principal Executive Offices)                   (Zip Code)

                                 (250) 477-9969
                (Issuer's Telephone Number, Including Area Code)


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


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes |X| No
|_|

         Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: The Company had 11,792,916
shares of Common Stock, par value $0.001 per share, outstanding as of September
30, 2003.

         Transitional Small Business Disclosure Format (check one): Yes |_| No
|X|
<PAGE>
                                  FORM 10-QSB/A

                                      Index

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

         (a)  Unaudited Consolidated Balance Sheets at September 30,
              2003.                                                            1

         (b)  Unaudited Consolidated Statements of Operations for the
              Nine Months Ended September 30, 2003 and 2002.                   2

         (c)  Unaudited Consolidated Statements of Operations for the
              Three Months Ended September 30, 2003 and 2002.                  3

         (d)  Unaudited Consolidated Statements of Cash Flows for the
              Nine Months Ended September 30, 2003 and 2002.                   4

         (e)  Notes to Unaudited Consolidated Financial Statements for
              the Period Ended September 30, 2003.                             5

Item 2.  Management's Discussion and Analysis or Plan of Operation.            8

Item 3.  Controls and Procedures.                                             11

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.                                                   12

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.         12

Item 3.  Defaults Upon Senior Securities.                                     12

Item 4.  Submission of Matters to a Vote of Security Holders.                 12

Item 5.  Other Information.                                                   12

Item 6.  Exhibits.                                                            12

SIGNATURES                                                                    13











                                        i
<PAGE>
                                EXPLANATORY NOTE
                                ----------------

         Flexible Solutions International, Inc. ("we," "us," and "our") is
filing this Quarterly Report on Form 10-QSB/A to amend and restate in its
entirety its Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 2003, which was previously filed with the Securities and Exchange
Commission on November 14, 2003.

         In October 2005, while completing a registration statement for
securities issued in the second quarter of 2005, we determined that certain
disclosures made in connection with our stock-based compensation expense
required adjustment. As such, on October 5, 2005, upon the recommendation of our
management, our board of directors and its audit committee, and our independent
accountants, we determined to restate our consolidated financial statements for
each of the periods ended since September 30, 2002, including each of the years
ended December 31, 2002 through 2004, and for both of the quarters in the six
months ended June 30, 2005 (the "Restated Periods").

         In accordance with this determination to restate the Restated Periods,
we revised the disclosures for stock-based compensation expense as required
under Emerging Issues Task Force ("EITF") No. 96-18, Accounting for Equity
Instruments That are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling Goods or Services; EITF No. 00-18, Accounting
Recognition for Certain Transactions involving Equity Instruments Granted to
Other Than Employees; and EITF No. 01-9, Accounting for Consideration Given by a
Vendor to a Customer. In particular, we adjusted the stock-based compensation
expense in our financial statements and notes thereto recorded in connection
with our grant of an option to purchase 2,000,000 shares of our common stock in
September 2002 pursuant to the terms of a product distribution agreement.
Additional information on this restatement and its effects on our financial
condition and results of operations can be found in our Notes to Unaudited
Consolidated Financial Statements contained herein.

         This Form 10-QSB/A does not reflect events occurring after the filing
of our Form 10-QSB on November 14, 2003 or modify any of the disclosures
contained therein, or in the accompanying financial statements and notes
thereto, in any way other than by the amendments identified above and as set
forth herein. Notwithstanding the above, and for the convenience of the reader,
this entire report has been amended as a result of, and to reflect, the
restatement, as well as to revise the disclosure of our management's discussion
and analysis, unregistered sales of equity securities, and legal proceedings, as
well as to generally reflect the current disclosure requirements of Form 10-QSB.

         This Form 10-QSB/A should be read in conjunction with our periodic
filings made with the Securities and Exchange Commission subsequent to the date
of their original filings, including any amendments to those filings. In
addition, in accordance with Rule 12b-15 under the Securities Exchange Act of
1934, as amended, and certain other rules, this Form 10-QSB/A includes updated
certifications from our Chief Executive Officer and Chief Financial Officer.

         We are presently unaware of any evidence that the restatements
described above are due to any material noncompliance by us, as a result of
misconduct, with any financial reporting requirement under the federal
securities laws. Our audit committee of the board of directors is working with
our management and our accountants to assure that we are taking the appropriate
approach to resolving the issues related to the restatements, as well as any
further issues that may be identified during the course of its review. The
filing of this Form 10-QSB/A shall not be deemed an admission that the original
filing, when made, included any untrue statement of a material fact or omitted
to state a material fact necessary to make a statement not misleading.

                                       ii
<PAGE>
              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Quarterly Report on Form 10-QSB/A for the quarter ended September
30, 2003 ("Quarterly Report"), including the Notes to Unaudited Consolidated
Financial Statements, contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, without limitation, those statements relating to development of new
products, our financial condition, our ability to increase distribution of our
products, integration of businesses we acquire, and disposition of any of our
current business. Forward-looking statements can be identified by the use of
forward-looking terminology, such as "may," "will," "should," "expect,"
"anticipate," "estimate," "continue," "plans," "intends," or other similar
terminology. These forward-looking statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ materially from
what is anticipated or forecasted in these forward-looking statements due to
numerous factors, including, but not limited to, our ability to generate or
obtain sufficient working capital to continue our operations, changes in demand
for our products, the timing of customer orders and deliveries, and the impact
of competitive products and pricing. In addition, such statements could be
affected by general industry and market conditions and growth rates, and general
domestic and international economic conditions.

         Although we believe that the expectations reflected in these
forward-looking statements are reasonable and achievable, such statements
involve risks and uncertainties and no assurance can be given that the actual
results will be consistent with these forward-looking statements. Except as
otherwise required by Federal securities laws, we undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events, changed circumstances or any other reason, after
the date of this Quarterly Report.

























                                      iii
<PAGE>
PART 1   FINANCIAL INFORMATION

Item 1.  Financial Statements.

                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                              AT SEPTEMBER 30, 2003
                                 (U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                                            SEPTEMBER 30,
                                                                                 2003               DECEMBER 31,
                                                                             AS RESTATED                2002
                                                                               (NOTE 4)             AS RESTATED
                                                                             (UNAUDITED)              (NOTE 4)
                                                                          -------------------    -------------------
<S>                                                                       <C>                    <C>
ASSETS
CURRENT
  Cash and cash equivalents                                               $          141,435     $          556,789
  Short-term investments                                                           5,206,178              5,062,495
  Accounts receivable                                                                226,218                 55,222
  Income tax receivable                                                               58,000                118,014
  Loan receivable                                                                     11,909                 10,082
  Inventory                                                                          227,292                203,830
  Prepaid expenses                                                                    52,636                 87,321
                                                                          -------------------    -------------------
                                                                                   5,923,670              6,093,753

PROPERTY AND EQUIPMENT                                                               153,275                128,566
INVESTMENT                                                                           310,125                 32,500
                                                                          -------------------    -------------------
                                                                          $        6,387,070     $        6,254,819
                                                                          -------------------    -------------------

LIABILITIES
CURRENT
  Accounts payable and accrued liabilities                                $           65,943     $           53,146

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
  11,792,916 (2002:  11,570,916) common shares                                        11,793                 11,570
CAPITAL IN EXCESS OF PAR VALUE                                                     7,079,563              6,624,648
SHARE SUBSCRIPTION RECEIVABLE                                                        (13,217)               (16,217)
OTHER COMPREHENSIVE INCOME (LOSS)                                                     33,068                (21,354)
DEFICIT                                                                             (790,080)              (396,974)
                                                                          -------------------    -------------------

TOTAL STOCKHOLDERS' EQUITY                                                         6,321,127              6,201,673
                                                                          -------------------    -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $        6,387,070     $        6,254,819
                                                                          -------------------    -------------------
</TABLE>

          - See Notes to Unaudited Consolidated Financial Statements -

                                        1
<PAGE>
                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                           (UNAUDITED -- U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                                              NINE MONTHS ENDED SEPTEMBER 30,
                                                                        --------------------------------------------
                                                                               2003                     2002
                                                                           AS RESTATED               AS RESTATED
                                                                             (NOTE 4)                 (NOTE 4)
                                                                        --------------------    --------------------
<S>                                                                     <C>                     <C>
 SALES                                                                  $        1,982,571      $        1,089,164
 COST OF SALES                                                                   1,130,293                 594,041
                                                                        --------------------    --------------------

 GROSS PROFIT                                                                      852,278                 495,123
                                                                        --------------------    --------------------

 OPERATING EXPENSES
   Wages                                                                           408,658                 248,933
   Administrative salaries and benefits                                             60,258                  77,228
   Advertising and promotion                                                        60,915                  37,739
   Investor relations and transfer agent fee                                       120,273                  41,156
   Office and miscellaneous                                                         59,334                  23,204
   Rent                                                                             49,153                  46,356
   Consulting                                                                      176,303                  56,275
   Professional fees                                                               173,143                  67,283
   Travel                                                                          120,030                  24,023
   Telecommunications                                                               36,574                   7,074
   Shipping                                                                         14,687                   9,087
   Research and development                                                         61,298                      --
   Bad debt expense (recovery)                                                         822                    (350)
   Currency exchange                                                                20,788                  20,205
   Utilities                                                                        13,938                   4,159
   Depreciation                                                                     24,768                  15,335
                                                                        --------------------    --------------------
                                                                                 1,400,942                 677,707
                                                                        --------------------    --------------------

 INCOME (LOSS) BEFORE INTEREST INCOME AND INCOME TAX                              (548,664)               (182,584)
 INTEREST INCOME                                                                   155,195                  15,221
                                                                        --------------------    --------------------

 INCOME (LOSS) BEFORE INCOME TAX                                                  (393,469)               (167,363)
 INCOME TAX RECOVERY                                                                  (363)                     --
                                                                        --------------------    --------------------

 NET INCOME (LOSS)                                                      $         (393,106)     $         (167,363)
                                                                        --------------------    --------------------

 NET INCOME (LOSS) PER SHARE                                            $            (0.03)     $            (0.02)
                                                                        --------------------    --------------------

 WEIGHTED AVERAGE NUMBER OF SHARES                                              11,715,619              10,555,256
                                                                        --------------------    --------------------

</TABLE>

          - See Notes to Unaudited Consolidated Financial Statements -

                                        2
<PAGE>
                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                           (UNAUDITED -- U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED SEPTEMBER 30,
                                                                      -------------------------------------------
                                                                                                     2002
                                                                                                 AS RESTATED
                                                                            2003                   (NOTE 4)
                                                                      ------------------      -------------------
<S>                                                                   <C>                     <C>
SALES                                                                 $          40,009       $           55,257
COST OF SALES                                                                    34,944                   54,782
                                                                      ------------------      -------------------

GROSS PROFIT                                                                      5,065                      475
                                                                      ------------------      -------------------

OPERATING EXPENSES
  Wages                                                                          74,786                   28,880
  Administrative salaries and benefits                                           20,783                    5,202
  Advertising and promotion                                                      31,757                    8,976
  Investor relations and transfer agent fee                                      51,606                   15,510
  Office and miscellaneous                                                       24,559                    7,922
  Rent                                                                           11,601                   16,788
  Consulting                                                                     39,572                    7,958
  Professional fees                                                              45,270                   37,478
  Travel                                                                         41,611                   13,608
  Telecommunications                                                             11,976                    2,124
  Shipping                                                                        6,409                    3,462
  Research and development                                                       41,594                       --
  Bad debt expense (recovery)                                                       822                        1
  Currency exchange                                                             (42,172)                   4,797
  Utilities                                                                       3,710                    1,953
  Depreciation                                                                    8,841                    6,390
                                                                      ------------------      -------------------
                                                                                372,725                  161,049
                                                                      ------------------      -------------------

INCOME (LOSS) BEFORE INTEREST INCOME AND INCOME TAX                            (367,660)                (160,574)
INTEREST INCOME                                                                  50,949                   15,221
                                                                      ------------------      -------------------

INCOME (LOSS) BEFORE INCOME TAX                                                (316,711)                (145,353)
INCOME TAX (RECOVERY)                                                           (26,457)                 (43,343)
                                                                      ------------------      -------------------

NET INCOME (LOSS)                                                     $        (290,254)      $         (102,010)
                                                                      ------------------      -------------------

NET INCOME (LOSS) PER SHARE                                           $           (0.02)      $            (0.01)
                                                                      ------------------      -------------------

WEIGHTED AVERAGE NUMBER OF SHARES                                            11,791,612               11,448,128
                                                                      ------------------      -------------------
</TABLE>

          - See Notes to Unaudited Consolidated Financial Statements -

                                        3
<PAGE>
                     FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                           (UNAUDITED -- U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                                             NINE MONTHS ENDED SEPTEMBER 30,
                                                                         -----------------------------------------
                                                                                2003                   2002
                                                                            AS RESTATED             AS RESTATED
                                                                              (NOTE 4)               (NOTE 4)
                                                                         ------------------     ------------------
<S>                                                                      <C>                    <C>
 OPERATING ACTIVITIES
   Net income (loss)                                                     $        (393,106)     $        (167,363)
   Stock compensation expense                                                      123,078                140,758
   Depreciation                                                                     24,768                 15,335
 Changes in non-cash working capital items:
   Accounts receivable                                                            (170,996)               (29,045)
   Inventory                                                                       (23,462)                18,505
   Prepaid expenses                                                                 34,685                 39,803
   Accounts payable                                                                 12,796                 11,014
   Income tax receivable                                                            60,014                (90,406)
                                                                         ------------------     ------------------

 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                  (332,223)               (61,399)
                                                                         ------------------     ------------------

 INVESTING ACTIVITIES
   Acquisition of property and equipment                                           (49,477)               (54,299)
   Purchase of short-term investments                                             (143,683)                 9,225
   Acquisition of investments                                                     (277,626)                    --
   Loan receivable                                                                  (1,827)                   (69)
                                                                         ------------------     ------------------

 CASH USED IN INVESTING ACTIVITIES                                                (472,613)               (45,143)
                                                                         ------------------     ------------------

 FINANCING ACTIVITIES
   Proceeds from issuance of common stock                                          401,058              5,867,600
   Subscriptions received                                                            3,000                 13,010
                                                                         ------------------     ------------------

 CASH PROVIDED BY FINANCING ACTIVITIES                                             404,058              5,880,610
                                                                         ------------------     ------------------

 Effect of exchange rate changes on cash                                           (14,576)                 4,921
                                                                         ------------------     ------------------

 INFLOW (OUTFLOW) OF CASH                                                         (415,354)             5,778,989
 Cash and cash equivalents, beginning                                              556,789                190,457
                                                                         ------------------     ------------------

 CASH AND CASH EQUIVALENTS, ENDING                                       $         141,435      $       5,969,446
                                                                         ------------------     ------------------

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Income taxes paid                                                     $          58,000      $          74,067
   Interest received                                                               155,196                 15,221
                                                                         ------------------     ------------------

 SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
   Issue of common stock for investment                                  $         271,000      $          44,400
                                                                         ------------------     ------------------
</TABLE>

          - See Notes to Unaudited Consolidated Financial Statements -

                                        4
<PAGE>
                      FLEXIBLE SOLUTIONS INTERNATIONAL INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE PERIOD ENDED SEPTEMBER 30, 2003
                                 (U.S. DOLLARS)

1.       BASIS OF PRESENTATION.

         These unaudited consolidated financial statements 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, 2002 Form 10-KSB.

         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 September 30, 2003, and the
consolidated results of operations and the consolidated statements of cash flows
for the nine months ended September 30, 2003 and 2002. The results of operations
for the three months ended September 30, 2003 are not necessarily indicative of
the results to be expected for the entire fiscal year.

2.       STOCKHOLDERS' EQUITY.

         (a) During the period, the Company granted 30,000 stock options to
consultants and has recognized consulting expense applying Statement of
Financial Accounting Standard ("FAS") No. 123 using the Black-Scholes
option-pricing model, which resulted in expense of $12,407 for the three months
ended June 30, 2003.

         (b) The following table summarizes the Company's stock option activity
for the period:

<TABLE>
<CAPTION>
                  -------------------------------------------------------------------------------------------------
                                                                                   2003
                                                     --------------------------------------------------------------
                                                                                                       Weighted
                                                                                 Exercise              Average
                                                           Number                 Price                Exercise
                                                         of Shares              Per Share               Price
                                                     -------------------  -----------------------   ---------------
<S>                                                  <C>                  <C>                       <C>
                  Balance, March 31, 2003                     3,620,800      $ 0.25 to $ 5.50       $         3.79
                  -------------------------------------------------------------------------------------------------
                     Granted During the Period                    2,000           $ 4.25                      4.25
                     Exercised                                   (5,000)     $ 0.25 to $ 2.28                (1.40)
                  -------------------------------------------------------------------------------------------------
                  Balance, June 30, 2003                      3,617,800      $ 0.25 to $ 5.50       $         3.81
                  -------------------------------------------------------------------------------------------------
</TABLE>

         (c) Share subscription receivable represents amount due for stock
purchased on exercise of options on June 30, 2002.

3.       SUBSEQUENT EVENTS.

         On October 9, 2003, the Company announced the modification of the
distribution agreement with Ondeo Nalco Company ("Ondeo"). Ondeo fell short of
sales targets to maintain exclusive distributorship of WATER$AVR(R), opening
other avenues for the Company to pursue key markets internally. This resulted in
the return of two million incentive stock options, which will be accounted for
in the next quarter.

                                        5
<PAGE>
4.       RESTATEMENTS AS A RESULT OF CORRECTING STOCK COMPENSATION EXPENSE.

         In October 2005, while completing a registration statement for
securities issued in the second quarter of 2005, the Company determined that
certain disclosures made in connection with its stock-based compensation expense
required adjustment. In September 2002, the Company entered into a distribution
agreement with Ondeo whereby Ondeo agreed to serve as the exclusive distributor
of the Company's WATER$AVR(R) products for so long as Ondeo maintained a certain
threshold sales level as defined in the agreement. As consideration for signing
the agreement, Ondeo was granted an option to purchase 2,000,000 shares of the
Company's common stock. Half of the option for one million shares was
exercisable immediately at an exercise price of $4.25 for each common share. The
remaining half of the option for 1,000,000 shares was exercisable after certain
threshold sales targets were achieved at a price of $5.50 for each common share.

         In determining the stock-based compensation expense for the nine months
ended September 30, 2002, the Company expensed the entire fair value of the
stock option believing that the option fully vested upon the signing of the
agreement. In its October 2005 review, however, the Company determined that: (i)
first, as stated above, half of the option to purchase 1,000,000 shares of
common stock did not vest and was not exercisable until the threshold sales
target had been met, which would not be until five years after the signing of
the distribution agreement; and (ii) second, the Company did not consider
Emerging Issues Task Force ("EITF") No. 96-18, Accounting for Equity Instruments
That are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling Goods or Services; EITF No. 00-18, Accounting Recognition for Certain
Transactions involving Equity Instruments Granted to Other Than Employees; and
EITF No. 01-9, Accounting for Consideration Given by a Vendor to a Customer.

         To correctly account for the stock options granted to Ondeo, the
stock-based compensation expense, included in consulting expenses, should have
been measured at the date the performance obligation was complete and then
recognized on a rational and systematic manner in relation to the sales achieved
by Ondeo. Had the Company correctly accounted for these stock options,
stock-based compensation expense for the quarter would have been nil as no sales
had yet been achieved. Instead, the Company recorded a stock-based compensation
expense of $2,704,000 for the quarter.

         During the three months ended March 31, 2003, Ondeo achieved the first
threshold sales target, and, accordingly, the Company should have recorded a
corresponding stock-based compensation expense of $54,080. However, since the
entire stock-based compensation expense had been recorded in the September 30,
2002 interim financial statements and in the year ended December 31, 2002, the
Company did not record any additional stock-based compensation expense as a
result of the attained first threshold level.

         In the fourth quarter of the year ended December 31, 2003, it was
determined that Ondeo was not going to attain the minimum sales targets
stipulated in the exclusive distributorship agreement. Consequently the
exclusive distributorship agreement and corresponding stock options were
cancelled. The Company accounted for the cancellation of the stock options in
accordance with FAS No. 123 similar to a forfeiture of stock options and
reversed $2,480,200 of the stock compensation expense previously recorded in
2002. Had the Company accounted for the cancellation of the stock options
correctly, it would have reversed the stock-based compensation expense of
$54,080 that was recorded in the first quarter ended March 31, 2003.

         The following presents the effect on the Company's previously issued
financial statements for the nine months ended September 30, 2003, the nine
months ended September 30, 2002, the three months ended September 30, 2003 and
the year ended December 31, 2002:


                                       6
<PAGE>



         Balance sheet as at September 30, 2003 -

<TABLE>
<CAPTION>
           -----------------------------------------------------------------------------------------------------
                                                           Previously           Increase
                                                            Reported           (Decrease)          Restated
                                                        --------------------------------------------------------
<S>                                                     <C>                 <C>                 <C>
           Capital in excess of par value               $      9,729,483    $     (2,649,920)   $     7,079,563
           Accumulated deficiency                             (3,440,000)          2,649,920           (790,080)
           -----------------------------------------------------------------------------------------------------

         Statement of operations for the nine months ended September 30, 2003 -

           -----------------------------------------------------------------------------------------------------
                                                           Previously           Increase
                                                            Reported           (Decrease)          Restated
                                                        --------------------------------------------------------
           Expenses                                     $      1,346,862    $        54,080     $     1,400,942
           Income (loss) before other item and
             income tax                                         (494,584)           (54,080)           (548,664)
           Income (loss) before income tax                      (339,389)           (54,080)           (393,469)
           Net income (loss)                                    (339,026)           (54,080)           (393,106)
           Net income (loss) per share                             (0.03)                --               (0.03)
           -----------------------------------------------------------------------------------------------------

         Statement of cash flows for the nine months ended September 30, 2003 -

           -----------------------------------------------------------------------------------------------------
                                                           Previously           Increase
                                                            Reported           (Decrease)          Restated
                                                        --------------------------------------------------------
           Net income (loss)                            $       (339,026)   $       (54,080)    $      (393,106)
           Stock option compensation                              68,998             54,080             123,078
           -----------------------------------------------------------------------------------------------------

         Statement of operations for the nine months ended September 30, 2002 -

           -----------------------------------------------------------------------------------------------------
                                                           Previously           Increase
                                                            Reported           (Decrease)          Restated
                                                        --------------------------------------------------------
           Expenses                                     $      3,381,707    $     (2,704,000)   $       677,707
           Income (loss) before other item and
             income tax                                       (2,886,584)          2,704,000           (182,584)
           Income (loss) before income tax                    (2,871,363)          2,704,000           (167,363)
           Net income (loss)                                  (2,871,363)          2,704,000           (167,363)
           Net income (loss) per share                             (0.27)               0.25              (0.02)
           -----------------------------------------------------------------------------------------------------

         Statement of cash flows for the nine months ended September 30, 2002 -

           -----------------------------------------------------------------------------------------------------
                                                           Previously           Increase
                                                            Reported           (Decrease)          Restated
                                                        --------------------------------------------------------
           Net income (loss)                            $     (2,871,363)   $      2,704,000    $      (167,363)
           Stock option compensation                           2,844,758          (2,704,000)           140,758
           -----------------------------------------------------------------------------------------------------

         Statement of operations for the three months ended September 30, 2002 -

           -----------------------------------------------------------------------------------------------------
                                                           Previously           Increase
                                                            Reported           (Decrease)          Restated
                                                        --------------------------------------------------------
           Expenses                                     $      2,865,049    $     (2,704,000)     $     161,049
           Income (loss) before other item and
             income tax                                       (2,864,574)          2,704,000           (160,574)
           Income (loss) before income tax                    (2,849,353)          2,704,000           (145,353)
           Net income (loss)                                  (2,806,010)          2,704,000           (102,010)
           Net income (loss) per share                             (0.25)               0.24              (0.01)
           -----------------------------------------------------------------------------------------------------
</TABLE>

                                        7
<PAGE>
         Statement of operations for the three months ended September 30, 2002 -

<TABLE>
<CAPTION>
           -----------------------------------------------------------------------------------------------------
                                                           Previously           Increase           Restated
                                                            Reported           (Decrease)
                                                        --------------------------------------------------------
<S>                                                     <C>                 <C>                 <C>
           Capital in excess of par value               $      9,328,648    $     (2,704,000)   $     6,624,648
           Accumulated deficiency                             (3,100,974)          2,704,000           (396,974)
           -----------------------------------------------------------------------------------------------------
</TABLE>


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

OVERVIEW

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

         For the three months ended September 30, 2003, we experienced a net
loss of $290,254, as compared to a net loss of $102,010 for the three months
ended September 30, 2002. As in the quarter ended September 30, 2002, the end of
the swimming pool season in the Northeastern parts of the United States and
Canada reduces demand for our products and results in low production
requirements for the third quarter, which resulted in revenue of $40,009 for the
quarter ended September 30, 2003, as compared to revenue of $55,257 for the
quarter ended September 30, 2002. In addition, we increased our expenditures in
the sales and marketing of our WATER$AVR(R) product line, as well as for
production equipment development. Finally, we produced an accurate amount of
product in the quarters ended March 31, 2003 and June 30, 2003 as a percentage
of annual sales and, therefore, did not have to carry high production rates into
the quarter ended September 30, 2002.

RESULTS OF OPERATIONS

         The following analysis and discussion pertains to our results of
operations for the three and nine month periods ended September 30, 2003, as
compared to the results of operations for the three and nine month periods ended
September 30, 2002, and to changes in our financial condition from December 31,
2002 to September 30, 2003.

THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

         For the three months ended September 30, 2003, we achieved sales of
$40,009, as compared to $55,257 for the quarter ended September 30, 2002. These
results were as expected because our third fiscal quarter is typically our
slowest quarter as most sales to the residential pool market are completed by
the end of second quarter each year.

         Our operating expenses were $372,725 for the quarter ended September
30, 2003, an increase from $161,049 in the quarter ended September 30, 2002. We
continued to increase spending on sales and marketing for our WATER$AVR(R)
product line and we increased our spending on advanced production machinery. The
largest real increases were in the areas of wages ($74,786 for the quarter ended

                                        8
<PAGE>
September 30, 2003, as compared to $28,880 in the quarter ended September 30,
2002), advertising and promotion ($31,757 for the quarter ended September 30,
2003, as compared to $8,976 in the quarter ended September 30, 2002), investor
relations and transfer agent fees ($51,606 for the quarter ended September 30,
2003, as compared to $15,510 in the quarter ended September 30, 2002), travel
($41,611 for the quarter ended September 30, 2003, as compared to $13,608 in the
quarter ended September 30, 2002), and research and development (from $61,298 in
the quarter ended September 30, 2003, as compared to nil in the quarter ended
September 30, 2002). These increases were primarily related to promoting,
developing and marketing our new WATER$AVR(R) products. Additional personnel
were hired for these purposes and travel-related costs increased in order to
promote our products throughout North America and around the world.

         Our net loss for the quarter ended September 30, 2003 was $290,254, an
increase from $102,010 in the quarter ended September 30, 2002. Our cost of
sales decreased to 87% for the quarter ended September 30, 2003, as compared to
99% in the quarter ended September 30, 2002, as a result of lower sales with a
concurrent larger reduction in costs.

         Our net loss per share was $0.02 for the quarter ended September 30,
2003, as compared to a net loss of $0.01 for the quarter ended September 30,
2002.

NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

         Sales in the nine months ended September 30, 2003 were $1,982,571, as
compared to $1,089,164 for the nine months ended September 30, 2002. This 82%
increase was a result of the increase in sales in our swimming pool division in
the first two quarters combined with our first significant sales from our
WATER$AVR(R) product line.

         Our operating expenses for the nine months ended September 30, 2003
were $1,400,942, as compared to $677,707 for the nine months ended September 30,
2002. The cash increase in operating expenses was a result of increases in sales
and marketing costs for WATER$AVR(R) product line.

         Our net loss for the nine months ended September 30, 2003 was $393,106,
as compared to a net loss of $167,363 for the nine months ended September 30,
2002. Our cash flow (loss) from operations decreased substantially to ($332,223)
in the nine months ended September 30, 2003, as compared to ($61,399) in the
nine months ended September 30, 2002, as costs related to the sales and
marketing of our WATER$AVR(R) product line increased.

         Our net loss per share for the nine months ended September 30, 2003 was
$0.03, as compared to $0.02 for the nine months ended September 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

         We have cash on hand of $5,347,613 as of September 30, 2003. In
addition, for the quarter ended September 30, 2003, we had working capital of
$5,857,728, as compared to working capital of $6,040,607 as of December 31,
2002. The decrease was a result of operational costs incurred in the sales and
marketing of our WATER$AVR(R) product line during the nine months ended
September 30, 2003. We have no external sources of liquidity in the form of
credit lines from banks.

         Our management believes that our available cash will be sufficient to
fund our working capital requirements through December 31, 2003. Our management
further believes that available cash will be sufficient to implement our
expansion plans. No investment banking agreements are in place and there is no
guarantee that we will be able to raise capital in the future should that become
necessary.

                                        9
<PAGE>
RESTATEMENT OF FINANCIAL STATEMENTS

         The accompanying financial statements have been restated to revise
certain stock-based compensation expense. In October 2005, while completing a
registration statement for securities issued in the second quarter of 2005, we
determined that certain disclosures made in connection with our stock-based
compensation expense required adjustment. In September 2002, we entered into a
distribution agreement with Ondeo Nalco Company ("Ondeo") whereby Ondeo agreed
to serve as the exclusive distributor of our WATER$AVR(R) products for so long
as Ondeo maintained a certain threshold sales level as defined in the agreement.
As consideration for signing the agreement, Ondeo was granted an option to
purchase 2,000,000 shares of our common stock. Half of the option for one
million shares was exercisable immediately at an exercise price of $4.25 for
each common share. The remaining half of the option for 1,000,000 shares was
exercisable after certain threshold sales targets were achieved at a price of
$5.50 for each common share.

         In determining the stock-based compensation expense for the nine months
ended September 30, 2002, we expensed the entire fair value of the stock option
believing that the option fully vested upon the signing of the agreement. In our
October 2005 review, however, we determined that: (i) first, as stated above,
half of the option to purchase 1,000,000 shares of common stock did not vest and
was not exercisable until the threshold sales target had been met, which would
not be until five years after the signing of the distribution agreement; and
(ii) second, we did not consider Emerging Issues Task Force ("EITF") No. 96-18,
Accounting for Equity Instruments That are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling Goods or Services; EITF No. 00-18,
Accounting Recognition for Certain Transactions involving Equity Instruments
Granted to Other Than Employees; and EITF No. 01-9, Accounting for Consideration
Given by a Vendor to a Customer.

         During the three months ended March 31, 2003, Ondeo achieved the first
threshold sales target, and accordingly, we should have recorded a corresponding
stock-based compensation expense of $54,080. However, since the entire
stock-based compensation expense had been recorded in the September 30, 2002
interim financial statements and in the year ended December 31, 2002, we did not
record any additional stock-based compensation expense as a result of the
attained first threshold level.

         In the fourth quarter of the year ended December 31, 2003, we
determined that Ondeo was not going to attain the minimum sales targets
stipulated in the agreement. Consequently, the agreement and corresponding stock
option was cancelled. We accounted for the cancellation of the stock option in
accordance with Statement of Financial Accounting Standard No. 123 similar to a
forfeiture of stock options and reversed $2,480,200 of the stock compensation
expense previously recorded in fiscal 2002. Had we accounted for the
cancellation of the stock option correctly, we would have reversed the amended
stock-based compensation expense of $54,080 that was recorded in the first
quarter ended March 31, 2003.

         In light of the above, the net effect of the adjustments to the
financial statements is as follows:

         1. Approximately $2,704,000 in stock compensation expense recorded in
September 2002 has been reversed;

         2. Approximately $54,080 in stock-based compensation expense has been
recorded in the quarter ended March 31, 2003, as Ondeo met the first sales
threshold under the agreement;

         3. Approximately $54,080 in stock-based compensation expense has been
reversed in the year ended December 31, 2003, as Ondeo failed to meet subsequent
sales thresholds under the agreement, resulting in the cancellation of the stock
option;

                                       10
<PAGE>
         4. As stated above, we recorded a stock-based compensation expense of
$2,704,000 in December 2002. As a result of canceling the stock option, we
previously recorded a recovery of $2,480,000 of stock compensation expense at
December 31, 2003. This $2,480,000 recovery has been reversed, in conjunction
with the reversal of $2,704,000 in stock compensation expense originally
recorded; and

         5. For the periods ended March 31, 2004 to June 30, 2005, the net
effect of these adjustments is to decrease capital in excess of par value by
approximately $223,800 and increase retained earnings by approximately $223,800.

         We are presently unaware of any evidence that the restatements
described above are due to any material noncompliance by us, as a result of
misconduct, with any financial reporting requirement under the federal
securities laws. Our audit committee of the board of directors is working with
our management and our accountants to assure that we are taking the appropriate
approach to resolving the issues related to the restatements, as well as any
further issues that may be identified during the course of its review.

Item 3.  Controls and Procedures.

         Disclosure Controls and Procedures

         We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our periodic reports to the
Securities and Exchange Commission ("SEC") 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 officer and principal 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 our desired disclosure control
objectives.

         As of the end of the period covered by this Quarterly Report, we
carried out an evaluation, under the supervision and with the participation of
management, including our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended). Based upon that evaluation,
our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information relating to us (including our consolidated subsidiaries)
that is required to be included in our periodic reports.

         The prior accounting treatment of our stock-based compensation expense
was done in consultation and in accordance with the advice of our independent
accountants. Accordingly, management does not believe that this restatement of
our Quarterly Report indicates or results from a material weakness with respect
to our disclosure controls and procedures or our internal controls over
financial reporting.

         Changes in Internal Control Over Financial Reporting

         There was no change in our internal control over financial reporting
that occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

                                       11
<PAGE>
PART II  OTHER INFORMATION

Item 1.  Legal Proceedings.

         From time to time we are involved in litigation incidental to the
conduct of our business. While the outcome of lawsuits and other proceedings
against us cannot be predicted with certainty, in the opinion of management, no
such lawsuits, either individually or in the aggregate, are expected to have a
material effect on our financial position or results of operations.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

         During the quarter ended September 30, 2003, our employees exercised
options to purchase 5,000 shares of our common stock, for an aggregate exercise
price of $7,000.00. The capital raised from these exercises was used for working
capital purposes.

Item 3.  Defaults Upon Senior Securities.

         None.

Item 4.  Submission of Matters to a Vote of Security Holders.

         None.

Item 5.  Other Information.

         None.

Item 6.  Exhibits.

         The following exhibits are attached hereto and filed herewith:

NUMBER                      DESCRIPTION
------                      -----------

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















                                       12
<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.

Dated:  December 5, 2005.

                                    FLEXIBLE SOLUTIONS INTERNATIONAL, INC.


                                    By:/s/ DANIEL B. O'BRIEN
                                       -----------------------------------------

                                    Name:  Daniel B. O'Brien
                                    Title: President and Chief Executive Officer












































                                       13