UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[X]
            QUARTERLY
      REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2009.OR[
       ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
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)





#14
- 8 No. 58 Haidian Road


Haidian
District


Beijing,
China 100086


(Address of principal executive
offices, including zip code.)





011
86 106261 6955


(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 April 9,
2009.











PART
I – FINANCIAL INFORMATION





ITEM
      1.
            FINANCIAL
      STATEMENTS





FLM
      MINERALS INC.(An
      Exploration Stage Company)INDEX











PAGEBALANCE
      SHEETS
            F-1STATEMENTS
      OF OPERATIONS
            F-2STATEMENTS
      OF CASH FLOWS
            F-3NOTES
      TO FINANCIAL STATEMENTS
            F-4





















































-2-








FLM
Minerals Inc.


(An
Exploration Stage Company)


Balance
Sheets











February
      28,
                    
                    
                    November
      30,2009
                    
                    
                    2008(Unaudited)ASSETSCurrent
      AssetsCash
                    
                    $
                    98,615
                    
                    
                    $
                    103,799Total
      Assets
                    
                    $
                    98,615
                    
                    
                    $
                    103,799LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                    
                    $
                    5,600
                    
                    
                    $
                    6,200Total
      Liabilities
                    
                    
                    5,600
                    
                    
                    
                    6,200Stockholders'
      EquityPreferred
      Stock, $0.00001 par value, 100,000,000 shares authorized;none
      issued and outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      Stock, $0.00001 par value, 100,000,000 shares authorized;6,906,300
      issued and outstanding at February 28, 2009 and November 30,
      2008
                    
                    
                    69
                    
                    
                    
                    69Additional
      paid in capital
                    
                    
                    271,881
                    
                    
                    
                    271,881Deficit
      accumulated during the exploration stage
                    
                    
                    (178,935
                    )
                    
                    
                    (174,351
                    )Total
      stockholders' equity
                    
                    
                    93,015
                    
                    
                    
                    97,599Total
      Liabilities and Stockholders' Equity
                    
                    $
                    98,615
                    
                    
                    $
                    103,799



































The
accompanying notes are an integral part of these financial
statements.


F-1





-3-


FLM
Minerals Inc.


(An
Exploration Stage Company)


Statements
of Operations


(Unaudited)








For
      the PeriodAugust
      31, 2006For
      the Three Months Ended
                  
                  
                  (Date
      of Inception)February
      28,
                  
                  
                  February
      29,
                  
                  
                  to
      February 28,2009
                  
                  
                  2008
                  
                  
                  2009Revenue
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -ExpensesGeneral
      and administrative
                  
                  
                  459
                  
                  
                  
                  901
                  
                  
                  
                  84,013Mineral
      Property costs (Note 3)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,227Professional
      fees
                  
                  
                  4,125
                  
                  
                  
                  3,832
                  
                  
                  
                  69,695Total
      expenses
                  
                  
                  4,584
                  
                  
                  
                  4,733
                  
                  
                  
                  178,935Net
      Loss
                  
                  $
                  (4,584
                  )
                  
                  $
                  (4,733
                  )
                  
                  $
                  (178,935
                  )Basic
      and diluted net loss per share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted
      average shares used in calculatingbasic
      and diluted net loss per share
                  
                  
                  6,906,300
                  
                  
                  
                  6,906,300


















































The
accompanying notes are an integral part of these financial
statements.


F-2


-4-


FLM
Minerals Inc.


(An
Exploration Stage Company)


Statements
of Cash Flows


(Unaudited)











For
      the PeriodAugust
      31, 2006For
      the Three Months Ended
                
                
                (Date
      of Inception)February
      28,
                
                
                February
      29,
                
                
                to
      February 28,2009
                
                
                2008
                
                
                2009Cash
      Flows from Operating ActivitiesNet
      loss
                
                $
                (4,584
                )
                
                $
                (4,733
                )
                
                $
                (178,935
                )Changes
      in operating assets and liabilitiesIncrease
      in accounts payable and accrued liabilities
                
                
                (600
                )
                
                
                3,450
                
                
                
                5,600Net
      cash used by operating activities
                
                
                (5,184
                )
                
                
                (1,283
                )
                
                
                (173,335
                )Cash
      Flows from Financing ActivitiesCapital
      stock issued
                
                
                -
                
                
                
                -
                
                
                
                271,950Net
      cash provided by financing activities
                
                
                -
                
                
                
                -
                
                
                
                271,950Increase(decrease)
      in cash
                
                
                (5,184
                )
                
                
                (1,283
                )
                
                
                98,615Cash,
      beginning of period
                
                
                103,799
                
                
                
                181,480
                
                
                
                -Cash,
      end of period
                
                $
                98,615
                
                
                $
                180,197
                
                
                $
                98,615Supplemental
      disclosures information:Interest
      paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      taxes paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -





















































The
accompanying notes are an integral part of these financial
statements.


F-3


-5-


FLM
Minerals Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


(Unaudited)





NOTE
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 February 28, 2009, the Company has never generated any
revenues and has an accumulated loss of $178,935 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.





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of
Presentation





These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in U.S. dollars. The Company’s fiscal year-end is November 30.





Use of
Estimates





The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.





Basic and Diluted Net Income
(Loss) Per Share





The
Company computes net income (loss) per share in accordance with SFAS No. 128,
"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period would be used in determining the
number of shares assumed to be purchased from the exercise of stock options or
warrants. Diluted EPS excludes all dilutive potential shares if their effect is
anti dilutive. There were no options or warrants outstanding at February 28,
2009.





Comprehensive
Loss





SFAS No.
130, “Reporting Comprehensive Income,” establishes standards for the reporting
and display of comprehensive loss and its components in the financial
statements. As at February 28, 2009, the Company has no items that represent a
comprehensive loss and, therefore, has not included a schedule of comprehensive
loss in the financial statements.





Cash and cash
equivalents





The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.





F-4





-6-


FLM
Minerals Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


(Unaudited)








NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Mineral Property
Costs





The
Company has been in the exploration stage since its inception on August 31, 2006
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The
Company assesses the carrying costs for impairment under SFAS No. 144,
“Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal
quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.





Long-lived
Assets





In
accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets”, the carrying value of long-lived assets is reviewed on a
regular basis for the existence of facts or circumstances that may suggest
impairment. The Company recognizes impairment when the sum of the expected
undiscounted future cash flows is less than the carrying amount of the asset.
Impairment losses, if any, are measured as the excess of the carrying amount of
the asset over its estimated fair value.





Financial
Instruments





The fair
values of financial instruments, which include cash and accounts payable and
accrued liabilities, were estimated to approximate their carrying values due to
the immediate or short-term maturity of these financial instruments. The
Company’s mineral property is in Nevada and its administrative operation is in
Canada, which results in exposure to market risks from changes in foreign
currency rates. The financial risk is the risk to the Company’s operations that
arise from fluctuations in foreign exchange rates and the degree of volatility
of these rates. Currently, the Company does not use derivative instruments to
reduce its exposure to foreign currency risk.





Income
Taxes





Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109
“Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the
Company is required to compute tax asset benefits for net operating losses
carried forward. The potential benefits of net operating losses have not been
recognized in these financial statements because the Company cannot be assured
it is more likely than not it will utilize the net operating losses carried
forward in future years.





Foreign Currency
Translation





The
Company’s functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
in accordance with SFAS No. 52 “Foreign Currency Translation”, using the
exchange rate prevailing at the balance sheet date. Non-monetary assets are
translated at historical exchange rates, and revenue and expense items at the
average rate of exchange prevailing during the period. Gains and losses arising
on settlement of foreign currency denominated transactions or balances are
included in the determination of income. Foreign currency transactions are
primarily undertaken in Canadian dollars. The Company has not, to the date of
these financial statements, entered into derivative instruments to offset the
impact of foreign currency fluctuations.





F-5











-7-


FLM
Minerals Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


(Unaudited)








NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recently Issued Accounting
Pronouncements





On
December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in
Consolidated Financial Statements (SFAS No. 160). SFAS No. 160 requires all
entities to report noncontrolling (minority) interests in subsidiaries as equity
in the consolidated financial statements. The statement establishes a single
method of accounting for changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation and expands disclosures in the
consolidated financial statements. SFAS No. 160 is effective for fiscal years
beginning after December 15, 2008 and interim periods within those fiscal years.
We have not yet determined the impact of the adoption of SFAS No. 160 on our
financial statements and footnote disclosures.





On
December 4, 2007, the FASB issued SFAS No. 141R, Business Combinations (SFAS No.
141R). SFAS No. 141R requires the acquiring entity in a business combination to
recognize all the assets acquired and liabilities assumed, establishes the
acquisition date fair value as the measurement objective for all assets acquired
and liabilities assumed, and requires the acquirer to expand disclosures about
the nature and financial effect of the business combination. SFAS No. 141R is
effective for business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. We have not yet determined the impact of the adoption of SFAS
No. 141R on our financial statements and footnote disclosures.





In March
2008, the FASB issued SFAS 161, “Disclosures about Derivative
Instruments and Hedging Activities”.The new standard is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity’s financial position, financial
performance, and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company is currently evaluating the impact of
adopting SFAS 161 on its financial statements.





In April
2008, the FASB issued Staff Position FAS 142-3, Determination of the Useful Life
of Intangible Assets (“FSP FAS 142-3”) which amends the factors an entity should
consider in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under FAS No. 142, Goodwill and
Other Intangible Assets (“FAS No. 142”). FSP FAS 142-3 applies to intangible
assets that are acquired individually or with a group of assets and intangible
assets acquired in both business combinations and asset acquisitions. It removes
a provision under FAS No. 142, requiring an entity to consider whether a
contractual renewal or extension clause can be accomplished without substantial
cost or material modifications of the existing terms and conditions associated
with the asset. Instead, FSP FAS 142-3 requires that an entity consider its own
experience in renewing similar arrangements. An entity would consider market
participant assumptions regarding renewal if no such relevant experience exists.
FSP FAS 142-3 is effective for year ends beginning after December 15, 2008 with
early adoption prohibited. We have not yet determined the effect, if any, of the
adoption of this statement on our financial condition or results of
operations.





In June
2008, the Financial Accounting Standards Board (“FASB”) issued FSP No. EITF
03-6-1, Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1
concludes that unvested share-based payment awards that contain rights to
receive non-forfeitable dividends or dividend equivalents are participating
securities, and thus, should be included in the two-class method of computing
earnings per share (“EPS”). FSP EITF 03-6-1 is effective for fiscal years
beginning after December 15, 2008, and interim periods within those years. Early
application of EITF 03-6-1 is prohibited. It also requires that all prior-period
EPS data be adjusted retrospectively. We have not yet determined the effect, if
any, of the adoption of this statement on our financial condition or results of
operations.





F-6











-8-


FLM
Minerals Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


(Unaudited)








NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recently Adopted Accounting
Pronouncements





In July
2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “Accounting for
Uncertainty in Income Taxes,” which prescribes a comprehensive model for how a
company should recognize, measure, present and disclose in its financial
statements uncertain tax positions that the company has taken or expects to take
on a tax return (including a decision whether to file or not to file a return in
a particular jurisdiction). The accounting provisions of FIN No. 48 are
effective for fiscal years beginning after December 15, 2006. The adoption of
this Interpretation had no impact on the Company’s financial position or results
of operations.





In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS
157"). SFAS 157 defines fair value, establishes a framework and gives guidance
regarding the methods used for measuring fair value, and expands disclosures
about fair value measurements. In February 2008, the FASB issued FASB Staff
Position 157-1, "Application of FASB Statement No. 157 to FASB Statement No. 13
and Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement under Statement 13" ("FSP
157-1") and FASB Staff Position 157-2, "Effective Date of FASB Statement No.
157" ("FSP 157-2"). FSP 157-1 amends SFAS 157 to remove certain leasing
transactions from its scope. FSP 157-2 delays the effective date of SFAS 157 for
all non-financial assets and non-financial liabilities, except for items that
are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually), until fiscal years beginning after November
15, 2008. SFAS 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The Company adopted SFAS 157 effective December 1, 2008 for all financial
assets and liabilities as required. The adoption of SFAS 157 was not material to
the Company's financial position or results of operations.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities — Including an Amendment of FASB
Statement No. 115,” (“SFAS 159”) which is effective for fiscal years beginning
after November 15, 2007. SFAS 159 is an elective standard which permits an
entity to choose to measure many financial instruments and certain other items
at fair value at specified election dates. Subsequent unrealized gains and
losses on items for which the fair value option has been elected will be
reported in earnings. The Company has not elected the fair value option for any
assets or liabilities under SFAS 159.





NOTE
3 – 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% of the right, title and interest of four unpatented
mining claims located in Elko County, Nevada.  Terms and conditions
are as follows:





a)
            $50,000
      cash payment by FLM:





(i)
            $5,000
      on execution of this agreement
(paid);





(ii)
            $10,000
      on or before October 18, 2007;





(iii)
            $15,000
      on or before October 18, 2008; and





(iv)
            $20,000
      on or before October 18, 2009;





b)
            500,000
      common shares of FLM to be allotted and issued and certificates therefore
      delivered to Altair as follows:





(i)
            250,000
      common shares on October 18, 2007 (no liability set
  up);





(ii)
            250,000
      common shares on October 18, 2008











F-7





-9-


FLM
Minerals Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


(Unaudited)








NOTE
3 – MINERAL PROPERTIES (continued)





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 18th day 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.





As a result of the non-payment of cash and shares prior to November 30, 2007, the Option to Purchase and Royalty Agreement of October 18, 2006 was considered terminated by both parties.

The cost
of the mineral property was not capitalized. Cumulative to February 28, 2009,
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.





NOTE
4 – COMMON STOCK





On
September 1, 2006, the Company issued 6,000,000 shares of common stock at
$0.00001 per share for proceeds of $60.





On
November 30, 2006, the Company issued 906,300 shares of common stock at $0.30
per share for proceeds of $271,890, of which $42,600 was collected in the prior
year.





NOTE
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
February 28, 2009 the Company had the following financial assets and liabilities
in Canadian dollars:





USD Equivalent
                
                CDN DollarsCash
      on deposit
                $
                14
                $
                11Accounts
      payable and accrued liabilities
                $
                -
                $
                -





At
February 28, 2009 US dollar amounts were converted at a rate of $1.00 Canadian
dollars to $0.81US dollar.























F-8











-10-


ITEM
      2.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.





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.





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 when we need capital, we must raise cash from sources other than
the sale of minerals found on the property.





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. Our success or
failure will be determined by what we find under the ground.





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





We do not own an 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 before we know if we have a commercially viable mineral deposit, a
reserve.





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 cease activities until additional funds are
raised.





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 cease activities, we do not have future plans
for our company.





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.





-11-


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 exploration work on this property
should be conducted in two phases, with advancement to the second phase only
upon successful completion of the first. The following is our plan and
milestones for exploration:





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.





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.





-12-


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
            $
            5,000Digitizing
      data and transfer to base maps
            $
            5,000Lithologic
      and structural mapping, sampling
            $
            5,000Geochemical
      soil and rock chip survey, and analyses
            $
            10,000Geophysical
      survey (CSAMT)
            $
            20,000Independent
      consultants, supervision, and reports
            $
            5,000Total
      Phase 1
            $
            50,000





PHASE
2


Core
      or Reverse Circulation drilling (3,000 ft.)
            $
            60,000Sampling
      and assays
            $
            10,000Independent
      consultants, supervision, and reports
            $
            20,000Contingencies
            $
            20,000Total
      Phase 2
            $
            110,000





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





Management intends to evaluate several
larger mining prospects located in Red Lake, Ontario, Canada and known mining
regions of Mainland China.





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





Our exploration program is explained in
as much detail as possible in the business section of our Annual Report on Form
10-K with the Securities and Exchange Commission on March 2, 2009. You may
obtain a copy of our Form 10-K at www.sec.gov.





Results
of Operations


From
Inception on August 31, 2006 to February 28, 2009





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





-13-


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 February 28, 2009. Management has evaluated two
potentially larger and presumably more financeable prospects in Mainland China.
Based on our evaluations, neither has been acquired.





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 February 28, 2009, our total
assets were $98,615 and our total liabilities were $5,600.





Recent
accounting pronouncements





On December 4, 2007, the FASB issued
SFAS No. 160, Noncontrolling interest in Consolidated Financial Statements (SFAS
No. 160). SFAS No. 160 requires all entities to report noncontrolling (minority)
interests in subsidiaries as equity in the consolidated financial statements.
The statement establishes a single method of accounting for changes in a
parent’s ownership interest in a subsidiary that do not result in
deconsolidation and expands disclosures in the consolidated financial
statements. SFAS No. 160 is effective for fiscal years beginning after December
15, 2008 and interim periods within those fiscal years. We have not yet
determined the impact of the adoption of SFAS No. 160 on our financial
statements and footnote disclosures.




-14-





On December 4, 2007, the FASB issued
SFAS No. 141R, Business Combinations (SFAS No. 141R). SFAS No. 141R requires the
acquiring entity in a business combination to recognize all the assets acquired
and liabilities assumed, establishes the acquisition date fair value as the
measurement objective for all assets acquired and liabilities assumed, and
requires the acquirer to expand disclosures about the nature and financial
effect of the business combination. SFAS No. 141R is effective for business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. We have
not yet determined the impact of the adoption of SFAS No. 141R on our financial
statements and footnote disclosures.





In March 2008, the FASB issued SFAS
161, “Disclosures about
Derivative Instruments and Hedging Activities”.The new standard is
intended to improve financial reporting about derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity’s financial position, financial
performance, and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company is currently evaluating the impact of
adopting SFAS 161 on its financial statements.





In April 2008, the FASB issued Staff
Position FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP
FAS 142-3”) which amends the factors an entity should consider in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under FAS No. 142, Goodwill and Other Intangible
Assets (“FAS No. 142”). FSP FAS 142-3 applies to intangible assets that are
acquired individually or with a group of assets and intangible assets acquired
in both business combinations and asset acquisitions. It removes a provision
under FAS No. 142, requiring an entity to consider whether a contractual renewal
or extension clause can be accomplished without substantial cost or material
modifications of the existing terms and conditions associated with the asset.
Instead, FSP FAS 142-3 requires that an entity consider its own experience in
renewing similar arrangements. An entity would consider market participant
assumptions regarding renewal if no such relevant experience exists. FSP FAS
142-3 is effective for year ends beginning after December 15, 2008 with early
adoption prohibited. We have not yet determined the effect, if any, of the
adoption of this statement on our financial condition or results of
operations.





In June 2008, the Financial Accounting
Standards Board (“FASB”) issued FSP No. EITF 03-6-1, Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities (“FSP EITF 03-6-1”). FSP EITF 03-6-1 concludes that unvested
share-based payment awards that contain rights to receive non-forfeitable
dividends or dividend equivalents are participating securities, and thus, should
be included in the two-class method of computing earnings per share (“EPS”). FSP
EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those years. Early application of EITF 03-6-1 is
prohibited. It also requires that all prior-period EPS data be adjusted
retrospectively. We have not yet determined the effect, if any, of the adoption
of this statement on our financial condition or results of
operations.





-15-


In July 2006, the FASB issued FASB
Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes,”
which prescribes a comprehensive model for how a company should recognize,
measure, present and disclose in its financial statements uncertain tax
positions that the company has taken or expects to take on a tax return
(including a decision whether to file or not to file a return in a particular
jurisdiction). The accounting provisions of FIN No. 48 are effective for fiscal
years beginning after December 15, 2006. The adoption of this Interpretation had
no impact on the Company’s financial position or results of
operations.





In September 2006, the FASB issued SFAS
No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value,
establishes a framework and gives guidance regarding the methods used for
measuring fair value, and expands disclosures about fair value measurements. In
February 2008, the FASB issued FASB Staff Position 157-1, "Application of FASB
Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements
That Address Fair Value Measurements for Purposes of Lease Classification or
Measurement under Statement 13" ("FSP 157-1") and FASB Staff Position 157-2,
"Effective Date of FASB Statement No. 157" ("FSP 157-2"). FSP 157-1 amends SFAS
157 to remove certain leasing transactions from its scope. FSP 157-2 delays the
effective date of SFAS 157 for all non-financial assets and non-financial
liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually), until fiscal
years beginning after November 15, 2008. SFAS 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. The Company adopted SFAS 157
effective December 1, 2008 for all financial assets and liabilities as required.
The adoption of SFAS 157 was not material to the Company's financial position or
results of operations.





In February 2007, the FASB issued SFAS
No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities
—Including an Amendment of FASB Statement No. 115,” (“SFAS 159”) which is
effective for fiscal years beginning after November 15, 2007. SFAS 159 is an
elective standard which permits an entity to choose to measure many financial
instruments and certain other items at fair value at specified election dates.
Subsequent unrealized gains and losses on items for which the fair value option
has been elected will be reported in earnings. The Company has not elected the
fair value option for any assets or liabilities under SFAS 159.





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.








-16-


ITEM
      4.
            CONTROLS
      AND PROCEDURES.





Under the supervision and with the
participation of our management, including the Principal Executive Officer and
Principal Financial Officer, we have evaluated the effectiveness of our
disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as
of the end of the period covered by this report. Based on that evaluation, the
Principal Executive Officer and Principal Financial Officer have concluded that
these disclosure controls and procedures are effective. There were no changes in
our internal control over financial reporting during the quarter ended February
28, 2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.








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
      Description31.1
            Certification
      of Principal Executive Officer and 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 and Chief Financial
Officer.

















-17-





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
14th
day of April, 2009.















FLM MINERALS
    INC.BY:
                    XIN
      CHENXin
      ChenPresident,
      Principal Executive Officer, Principal Accounting Officer, Principal
      Financial Officer, Secretary, Treasurer and a member of the Board of
      Directors


-18-


EXHIBIT
INDEX





Exhibit
      Number
            Document
      Description31.1
            Certification
      of Principal Executive Officer and 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 and Chief Financial
Officer.

































-19-