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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q[X]
     QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2008.OR[  ]
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934Commission file number 000-53160


FLM MINERALS INC.(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)#308 - 837 West Hastings StreetVancouver, British ColumbiaCanada V6C 3N6(Address of principal executive offices, including zip code.)

(604) 632-0085(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 last 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, non-accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.

|Large accelerated filer | [   ] | Accelerated filer         | [   ]
|----------------------- | ----- | ------------------------- | -----
|Non-accelerated filer   | [   ] | Smaller reporting company | [X]  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES [X]   NO [  ]

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:6,906,300 as of July 14, 2008.

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PART I  FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

FLM MINERALS INC.(An Exploration Stage Company)
Interim Balance SheetsAt May 31, 2008 with audited figures at November 30, 2007
(Unaudited-Prepared by Management) 
(Expressed in US Dollars)

May 31,
     
     
     November 30,2008
     
     
     2007Assets
     
     (Unaudited)
     
     
     (Audited)Current AssetsCash
     $
     162,030
     
     $
     181,480Total Assets
     $
     162,030
     
     $
     181,480Liabilities and Stockholders' EquityCurrent LiabilitiesAccounts payable and accrued liabilities
     $
     2,600
     
     $
     6,100Total Liabilities
     
     2,600
     
     
     6,100Stockholders' EquityPreferred Stock, 100,000,000 shares authorized, $0.00001 par valueNone issuedCommon Stock, 100,000,000 shares authorized, $0.00001 par value6,906,300 (November 30, 2007-6,906,300) shares issued and outstanding - par value
     
     69
     
     
     69Additional paid in capital
     
     271,881
     
     
     271,881Deficit accumulated during the exploration stage
     
     (112,520)
     
     
     (96,570)Total Stockholders' Equity
     
     159,430
     
     
     175,380Total Liabilities and Stockholders' Equity
     $
     162,030
     
     $
     181,480Going concern (Note 1)Commitments (Note 4)






The Accompanying Notes are an Integral Part of These Financial Statements 
F-1

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FLM MINERALS INC.(An Exploration Stage Company)Interim Statements of OperationsFor the Six Months Ended May 31, 2008(Unaudited-Prepared by Management)(Expressed in US Dollars)PeriodThree Month
     
     Six Month
     
     FromPeriod
     
     Period
     
     August 31, 2006Ended
     
     Ended
     
     (Date of Inception)May 31,
     
     May 31,
     
     May 31,
     
     May 31,
     
     to May 31,2008
     
     2007
     
     2008
     
     2007
     
     2008(Unaudited)
     
     (Unaudited)
     
     (Unaudited)
     
     (Unaudited)
     
     (Unaudited)ExpensesGeneral and administrative
     $
     467
     $
     20,302
     $
     1,368
     $
     21,161
     $
     30,683Mineral property costs (Note 4)
     
     -
     
     -
     
     -
     
     13,039
     
     25,227Professional fees
     
     10,750
     
     4,619
     
     14,582
     
     28,034
     
     56,610Total expenses
     
     11,217
     
     24,921
     
     15,950
     
     62,234
     
     112,520Net loss for the period
     $
     (11,217)
     $
     (24,921)
     $
     (15,950)
     $
     (62,234)
     $
     (112,520)Net loss per shareBasic and diluted
     $
     (0.00)
     $
     (0.00)
     $
     (0.00)
     $
     (0.01)Weighted average number of sharesoutstanding-basic and diluted
     
     6,906,300
     
     6,906,300
     
     6,906,300
     
     6,906,300


















The Accompanying Notes are an Integral Part of These Financial Statements 
F-2

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FLM MINERALS INC.(An Exploration Stage Company)Interim Statements of Cash FlowsFor the Six Months Ended May 31, 2008(Unaudited-Prepared by Management)(Expressed in US Dollars)

PeriodThree Month
     
     Six Month
     
     FromPeriod
     
     Period
     
     August 31, 2006Ended
     
     Ended
     
     (Date of Inception)May 31,
     
     May 31,
     
     May 31,
     
     May 31,
     
     to May 31,2008
     
     2007
     
     2008
     
     2007
     
     2008(Unaudited)                                    (Unaudited)                  (Unaudited)
     
     (Unaudited)
     
     (Unaudited)Cash flows used in operating activitiesNet loss for the period
     $
     (11,217)
     $
     (24,921)
     $
     (15,950)
     $
     (62,234)
     $
     (112,520)Changes in operating assets and liabilitiesIncrease (decrease) in accounts payable andaccrued liabilities
     
     (6,950)
     
     (17,519)
     
     (3,500)
     
     8,935
     
     2,600Net cash used in operating activities
     
     (18,167)
     
     (42,440)
     
     (19,450)
     
     (53,299)
     
     (109,920)Cash flows from financing activitiesCapital stock issued
     
     -
     
     -
     
     -
     
     -
     
     271,950Subscriptions collected
     
     -
     
     -
     
     -
     
     42,600
     
     -Net cash from financing activities
     
     -
     
     -
     
     -
     
     42,600
     
     271,950Cash flows used in investing activitiesDue from related party
     
     -
     
     -
     
     -
     
     6,480
     
     -Net cash from investing activities
     
     -
     
     -
     
     -
     
     6,480
     
     -Cash increase (decrease) during the period
     
     (18,167)
     
     (42,440)
     
     (19,450)
     
     (4,219)
     
     162,030Cash beginning of the period
     
     180,197
     
     247,891
     
     181,480
     
     209,670
     
     -Cash end of the period
     $
     162,030
     $
     205,451
     $
     162,030
     $
     205,451
     $
     162,030Supplemental of cash flow information:Interest paid
     $
     
     $
     
     $
     -
     $
     -
     $
     -Income taxes paid
     $
     
     $
     
     $
     -
     $
     -
     $
     -






The Accompanying Notes are an Integral Part of These Financial StatementsF-3

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FLM MINERALS INC.(An Exploration Stage Company)Interim Statement of Stockholders' EquityAt May 31, 2008(Unaudited-Prepared by Management)(Expressed in US Dollars)DeficitAccumulatedAdditional
     
     
     During the
     
     TotalCommon Stock
     
     Paid-in
     
     Subscriptions
     
     Exploration
     
     Stockholders'Number
     Par value
     
     Capital
     
     Receivable
     
     Stage
     
     EquityBalance, August 31, 2006(date of inception)
     --
     $
     --
     $
     --
     $
     --
     $
     --
     $
     --Capital stock issued for cashat $0.00001 per share
     6,000,000
     
     60
     
     --
     
     --
     
     --
     
     60at $0.30 per share
     906,300
     
     9
     
     271,881
     
     (42,600)
     
     --
     
     229,290Net loss, for the period from date of inceptionon August 31, 2006 to November 30, 2006
     --
     
     -
     
     -
     
     -
     
     (18,200)
     
     (18,200)Balance, November 30, 2006
     6,906,300
     
     69
     
     271,881
     
     (42,600)
     
     (18,200)
     
     211,150Share subscriptions received
     --
     
     --
     
     --
     
     42,600
     
     --
     
     42,600Net loss for yearended November 30, 2007
     --
     
     --
     
     --
     
     --
     
     (78,370)
     
     (78,370)Balance, November 30, 2007
     6,906,300
     
     69
     
     271,881
     
     --
     
     (96,570)
     
     175,380Net loss for six monthsended May 31, 2008
     --
     
     --
     
     -
     
     --
     
     (15,950)
     
     (15,950)Balance, May 31, 2008
     6,906,300
     $
     69
     $
     271,881
     $
     --
     $
     (112,520)
     $
     159,430












The Accompanying Notes are an Integral Part of These Financial StatementsF-4

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FLM Minerals Inc.(An Exploration Stage Company)Notes to Interim Financial StatementsFor The Six Month Period Ended May 31, 2008(Unaudited)(Expressed in U.S. dollars)

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | FLM Minerals Inc. (the Company) was incorporated in the State of Nevada on August 31, 2006. The Company is an Exploration Stage Company. The Companys principal business is the acquisition and exploration of mineral properties. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | The accompanying financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Companys interests in the underlying properties, and the attainment of profitable operations. As at May 31, 2008, the Company has never generated any revenues and has an accumulated loss of $110,020 since inception. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
|  
|   | The Company filed an SB-2 Registration Statement with the United States Securities and Exchange Commission to register 906,300 shares of common stock for resale.This was accepted. The effective date was March 9, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|  
|2. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | These interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The Company applies the same accounting policies and methods in its interim financial statements as those in the audited annual financial statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|  
|3. | Newly Adopted Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS No. 159 effective December 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   | In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements ("SFAS No. 157"). SFAS 157 establishes framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of this statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. The statement is effective for fiscal years beginning after November 15, 2007 and periods within those fiscal years. The Company adopted SFAS No. 157 effective December 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | In June 2006, the Financial Accounting Standards Board ("FASB") issued Accounting for Uncertain Tax Positions-an Interpretation of FASB Statement No. 109, FIN 48, which prescribes a recognition and measurement model for uncertain tax positions taken or expected to be taken in the Company's tax returns. FIN 48 provides guidance on recognition, classification, presentation, and disclosure of unrecognized tax benefits. FIN 48 was effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 effective December 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  

The adoption of these new pronouncements did not have a material effect on the Companys financial position or results of operations.

F-5

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FLM Minerals Inc.(An Exploration Stage Company)Notes to Interim Financial StatementsFor The Six Month Period Ended May 31, 2008(Unaudited)(Expressed in U.S. dollars)

|4. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | On October 18, 2006, the Company signed an option to purchase a royalty agreement with Altair Minerals Inc. (Altair). FLM will be granted an option to acquire an undivided 100% right, title and interest in four unpatented mining claims located in Elko County, Nevada. Terms and conditions are as follows:                                                                       
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | b)                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | In addition, FLM shall, in order to maintain its interest in the property, make advance royalty payments to Altair, commencing on October 18, 2010 and continuing on the 18thday of October each and every year thereafter for so long as FLM or its assigns retains its interest in the property, of $5,000 per year.                                                                   
|  
|   | FLM will pay to Altair an annual royalty equal to three percent of Net Smelter Returns. FLM shall have the right to purchase up to one and one-half royalty percentage points and reduce the royalty to 1.5% by paying $500,000 for each 0.5% royalty purchased. For greater certainty, upon payment by FLM of $1,500,000, the royalty shall be reduced to 1.5% of Net Smelter Returns.  
|  
|   | The cost of the mineral property was not capitalized. Cumulative to May 31, 2008, the Company has recognized property expenses of $25,227 ($5,000 for option payment; $20,227 for property evaluation), as it has not yet been determined whether there are proven or probable reserves on the property.                                                                                 
|  
|  
|5. | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | The Company's financial instruments consist of cash and accounts payable and accrued liabilities Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency, or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying value, unless otherwise noted.
|  
|   | Currency risk is the risk to the Company's earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.                                                                                                                                
|  
|   | At May 31, 2008 the Company had the following financial assets and liabilities in Canadian dollars:                                                                                                                                                                                                                                                                                      
|  

USD equivalent
     CDN DollarsCash on deposit
     $
     1,079
     $
     1,079Accounts payable and accrued liabilities
     $
     100
     $
     100


At May 31, 2008 US dollar amounts were converted at a rate of $1.00 Canadian dollars to $1.00 US dollar.

6.       Subsequent Events

Subsequent to May 31, 2008, the Company is negotiating with Altair Minerals Inc. to reduce the option payments. No agreement has been reached. Technically the agreement with Altair Mineralsis in     default, however, the Company is attempting to renegotiate the terms.

F-6

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ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. Our only other source for cash at this time is investment by others in our completed private placement. The cash we raised will allow us to stay in business for at least one year. Our success or failure will be determined by what we find under the ground.

To meet our need for cash we raised money from our private placement. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not have enough money to complete our exploration of the property, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.

Our officers and directors are unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no other financing plans.

We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve.

We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a reserve and we have determined it is economical to extract the minerals from the land.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

If we are unable to complete any phase of exploration because we dont have enough money, we will cease activities until we raise more money. If we cant or dont raise more money, we will cease activities. If we cease activities, we dont know what we will do and we dont have any plans to do anything.

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We do not intend to hire additional employees at this time. All of the work on the property will be conduct by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Results of Operations

From Inception on August 31, 2006 to May 31, 2008

We entered into an option agreement to purchase the New Dawn property comprised of four twenty acre mining claims.

We are negotiating with Altair Minerals Inc. to reduce the option payments. No agreement has been reached. Technically the agreement with Altair Minerals Inc. is in default, however, we are attempting to renegotiate the terms.

We raised $271,890 in a private placement pursuant to Regulation S of the Securities Act of 1933.

Since inception, we have used the proceeds from the private placement to fund our operations. No work has been done on the property as at May 31, 2008. Management has evaluated two potentially larger and presumably more financeable prospects in Mainland China. Based on our evaluations, neither has been acquired.

Our Proposed Exploration Program

We will be prospecting for gold with the goal of identifying mineralized material. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal.

We intend to employ a systematic exploration program utilizing surface geochemistry, radiometric surveys and geologic mapping is proposed. Any anomalies of interest may be further investigated by trenching. Targets identified, and considered significant enough to further explore, would be tested by an appropriate spaced drilling program.

At present, the property should be considered undeveloped raw land. Work to date has only included the staking of four contiguous lode claims and the required filing with both county and federal agencies.

The following is our plan and milestones for exploration:

The exploration work on this property should be conducted in two phases, with advancement to the second phase only upon successful completion of the first.

PHASE 1

1. Stake an additional 20 claims, adjoining to the north of the existing claims (in a 2 x 10 matrix); according to BLM records, this ground is unclaimed at present.

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2. If possible, obtain the data collected during previous exploration campaigns if any, from their respective operators. Establish the provenance of this data, verify it, and if suitable, digitize and transfer all available exploration data onto a base map.

3. Carry out lithologic, structural, and alteration mapping, with particular focus on the Eocene rhyolite dike and the adjacent Palaeozoic rocks.

4. Carry out geochemical soil and rock-chip sampling. Analyses should include gold, its pathfinder elements (As, Sb, Hg, Tl), and elements associated with oilfield/basin brines (i.e., B, Br, F, I, Pb, Zn, V).

5. Conduct a CSAMT (Controlled Source Audio-frequency Magneto Tellurics ) geophysical survey along profiles across the entire property, and if possible, on the newly staked claims.

6. Review results of Phase 1 work, and, if warranted, select and prioritize targets for drilling.

Contingent on a review of the results of Phase 1 and approval by an independent qualified person, the project should continue to Phase 2.

PHASE 2

|1. | Drill the targets identified by the Phase 1 work.                                         
|-- | ------------------------------------------------------------------------------------------
|  
|2. | Sample and assay all drill core or cuttings obtained from altered rocks.                  
|  
|3. | Review results of Phase 2 work, and, where warranted, select targets for further drilling.
|  

|Cost Estimates                                      |   |        
|--------------------------------------------------- | - | -------
|                                                   
|Estimated Budget                                    |   |        
|                                                   
|PHASE 1                                             |   |        
|Additional claim staking and recording              | $ | 5,000  
|Digitizing data and transfer to base maps           | $ | 5,000  
|Lithologic and structural mapping, sampling         | $ | 5,000  
|Geochemical soil and rock chip survey, and analyses | $ | 10,000 
|Geophysical survey (CSAMT)                          | $ | 20,000 
|Independent consultants, supervision, and reports   | $ | 5,000  
|Total Phase 1                                       | $ | 50,000 
|                                                   
|PHASE 2                                             |   |        
|Core or Reverse Circulation drilling (3,000 ft.)    | $ | 60,000 
|Sampling and assays                                 | $ | 10,000 
|Independent consultants, supervision, and reports   | $ | 20,000 
|Contingencies                                       | $ | 20,000 
|Total Phase 2                                       | $ | 110,000

We estimate that Phase 1 will take approximately six months and Phase 2 will take approximately eight months.

-10-

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We intend to initiate Phase 1 in May 2008. Management intends to evaluate several larger mining prospects located in Red Lake, Ontario, Canada and known mining regions of Mainland China.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we must conduct research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

As of the date of this report, we have yet to generate any revenues from our business operations.

We issued 6,906,300 shares of common stock pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. This was accounted for as a purchase of shares of common stock.

As of May 31, 2008, our total assets were $162,030 and our total liabilities were $2,600.

Recent accounting pronouncements

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS No. 159 effective December 1, 2007.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements ("SFAS No. 157"). SFAS 157 establishes framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of this statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. The statement is effective for fiscal years beginning after November 15, 2007 and periods within those fiscal years. The Company adopted SFAS No. 157 effective December 1, 2007.





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In June 2006, the Financial Accounting Standards Board ("FASB") issued Accounting for Uncertain Tax Positions-an Interpretation of FASB Statement No. 109, FIN 48, which prescribes a recognition and measurement model for uncertain tax positions taken or expected to be taken in the Company's tax returns. FIN 48 provides guidance on recognition, classification, presentation, and disclosure of unrecognized tax benefits. FIN 48 was effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 effective December 1, 2007.

The adoption of these new pronouncements did not have a material effect on the Companys financial position or results of operations.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.     CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures- Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.

Internal Controls Over Financial Reporting- We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

PART II. OTHER INFORMATION

ITEM 1A.    RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

|ITEM 6. | EXHIBITS.                                                                                 
|------- | ------------------------------------------------------------------------------------------
|       
|Exhibit |                                                                                           
|Number  | Document Description                                                                      
|31.1    | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
|        | Act of 2002.                                                                              
|31.2    | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
|        | Act of 2002.                                                                              
|32.1    | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief     
|        | Executive Officer.                                                                        
|32.2    | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief     
|        | Financial Officer.                                                                        



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 15thday of July, 2008.

FLM MINERALS INC.(Registrant)BY:GEORGE HEARDGeorge HeardPresident, Principal Executive Officer, and amember of the Board of DirectorsBY:JIANXING QIANJianxing QianPrincipal Accounting Officer, PrincipalFinancial Officer, Secretary/Treasurer, and amember of the Board of Directors





























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EXHIBIT INDEXIncorporated by referenceExhibit
     
     
     
     
     FiledNumber
     Document Description
     Form
     Date
     Number
     herewith3.1
     Articles of Incorporation.
     SB-2SB-2SB-2SB-210-K
     2/28/07
     3.13.2
     Bylaws.
     2/28/07
     3.24.1
     Specimen Stock Certificate.
     2/28/07
     4.110.1
     Option Agreement
     2/28/07
     10.114.1
     Code of Ethics.
     2/28/08
     14.131.1
     Certification of Principal Executive Officer pursuant to
     
     
     
     XSection 302 of the Sarbanes-Oxley Act of 2002.31.2
     Certification of Principal Financial Officer pursuant to
     
     
     
     XSection 302 of the Sarbanes-Oxley Act of 2002.32.1
     Certification pursuant to Section 906 of the Sarbanes-
     
     
     
     XOxley Act of 2002 for the Chief Executive Officer.32.2
     Certification pursuant to Section 906 of the Sarbanes-
     
     
     
     XOxley Act of 2002 for the Chief Financial Officer.99.2
     Audit Committee Charter.
     10-K10-K
     2/28/08
     99.299.3
     Disclosure Committee Charter.
     2/28/08
     99.3


















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