-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S2tqSE3TcQ82S/4oHpgs9Ys/92gYVh9X74hmFgIrSmVmOyxByV4zjWEIBoIalEKP LlZ5/y8erenAUI3zSNX4jg== 0000897069-06-000970.txt : 20060330 0000897069-06-000970.hdr.sgml : 20060330 20060330154748 ACCESSION NUMBER: 0000897069-06-000970 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEXIBLE SOLUTIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001069394 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 911922863 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-132714 FILM NUMBER: 06723140 BUSINESS ADDRESS: STREET 1: 2614 QUEENSWOOD DR CITY: VICTORIA B C V8N 1X5 STATE: A1 BUSINESS PHONE: 2504779969 MAIL ADDRESS: STREET 1: 2614 QUEENSWOOD DR CITY: VICTORIA BC CANADA STATE: A1 RW 1 cmw2126.htm REQUEST FOR WITHDRAWAL

Flexible Solutions International, Inc.
615 Discovery St.
Victoria BC Canada

March 30, 2006

VIA EDGAR

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

  Re: Flexible Solutions International, Inc.
Registration Statement on Form SB-2 (SEC File No. 333-132714)

Ladies and Gentlemen:

        Pursuant to Rule 477 under the Securities Act of 1933, as amended, Flexible Solutions International, Inc. (the “Registrant”) hereby requests withdrawal of the above-referenced Registration Statement on Form SB-2 (the “Withdrawn Registration Statement”).

        This request is made because the shares of the Registrant’s common stock covered by the Withdrawn Registration Statement will instead be offered pursuant to the Registrant’s previously filed Registration Statement on Form S-3 (SEC File No. 333-124751) filed with the Securities and Exchange Commission (the “Commission”) on May 10, 2005, as amended by Amendment No. 1 thereto filed with the Commission on June 27, 2005 and Amendment No. 2 thereto filed with the Commission on or about the date hereof.

        The Registrant believes that the withdrawal of the Withdrawn Registration Statement is consistent with the public interest and the protection of investors as mandated by Rule 477(a), as the Withdrawn Registration Statement was never declared effective and no securities have been sold in connection with the offering described in the Withdrawn Registration Statement.

        If you have any questions or comments regarding the foregoing, please contact our attorney, Deepak Nanda, Esq. of Foley & Lardner LLP, at (310) 277-2223.

  Sincerely,

  /s/ Daniel B. O'Brien

  Daniel B. O'Brien
President and Chief Executive Officer
Flexible Solutions International, Inc.

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