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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-QSB

[X]
     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934FOR THE QUARTERLY PERIOD ENDED MAY 31, 2007OR[  ]
     Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from toCommission file number 333-140933


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

Nevada
     None(State or other jurisdiction of incorporation or organization)
     (IRS Employer Identification No.)


#308 - 837 West Hastings StreetVancouver, British ColumbiaCanada V6C 3N6(Address of principal executive offices, including zip code.)(604) 632-0085(Registrant's telephone number, including area code)

The Company is a Shell company: Yes [  ]    No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]    No [  ]

As of July 9, 2007, the Company had 6,906,300 shares of common stock outstanding.

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PART I

ITEM 1.     INTERIM FINANCIAL STATEMENTS

FLM MINERALS INC.(An Exploration Stage Company)Interim Balance SheetsAt May 31, 2007 with audited figures at November 30, 2006(Unaudited - Prepared by Management)(Expressed in US Dollars)May 31,
     
     
     November 30,2007
     
     
     2006Assets
     
     (Unaudited)
     
     
     (Audited)Current AssetsCash
     $
     205,451
     
     $
     209,670Due from related party (Note 3)
     
     -
     
     
     6,480Total assets
     $
     205,451
     
     $
     216,150Liabilities and Stockholders' EquityCurrent LiabilitiesAccounts payable and accrued liabilities
     $
     13,935
     
     $
     5,000Total Liabilities
     
     13,935
     
     
     5,000Stockholders' EquityPreferred Stock, 100,000,000 shares authorized, $0.00001 par valueNone issuedCommon Stock (Note 5), 100,000,000 shares authorized, $0.00001par value6,906,300 shares issued and outstanding - par value
     
     69
     
     
     69Additional paid in capital
     
     271,881
     
     
     271,881Subscriptions receivable
     
     -
     
     
     (42,600
     )Deficit accumulated during the exploration stage
     
     (80,434
     )
     
     (18,200
     )Total Stockholders' Equity
     
     191,516
     
     
     211,150Total liabilities and stockholders' equity
     $
     205,451
     
     $
     216,150Going concern (Note 1)Commitments (Note 4)








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



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FLM MINERALS INC.(An Exploration Stage Company)Interim Statements of OperationsFor the Six Months Ended May 31, 2007(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,
     
     to May 31,2007
     
     2007
     
     2007(Unaudited)
     
     (Unaudited)
     
     (Unaudited)ExpensesGeneral and administrative
     $
     20,302
     $
     21,161
     $
     22,173Mineral property costs (Note 4)
     
     -
     
     13,039
     
     25,227Professional fees
     
     4,619
     
     28,034
     
     33,034Total expenses
     
     24,921
     
     62,234
     
     80,434Net loss for the period
     $
     (24,921
     ) $
     (62,234
     ) $
     (80,434
     )Net loss per shareBasic and diluted
     $
     (0.00
     ) $
     (0.01
     )Weighted average number of shares outstanding - basic and diluted
     6,906,300
     
     6,906,300














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



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FLM MINERALS INC.(An Exploration Stage Company)Interim Statements of Cash FlowsFor the Six Months Ended May 31, 2007(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,
     
     to May 31,2007
     
     2007
     
     2007(Unaudited)
     
     (Unaudited)
     
     (Unaudited)Cash flows used in operating activitiesNet loss for the period
     $               (24,921)  $
     (62,234) $
     (80,434)Adjustment to reconcile net loss to net cash used in operating activitiesImpairment of mineral property costs
     -
     
     13,039
     
     25,227Changes in operating assets and liabilitiesIncrease (decrease) in accounts payable and accrued liabilities
     (17,519)
     
     8,935
     
     13,935Net cash used in operating activities
     (42,440)
     
     (40,260)
     
     (41,272)Cash flows from financing activitiesCapital stock issued
     -
     
     -
     
     271,950Subscriptions collected
     -
     
     42,600
     
     -Net cash from financial activities
     -
     
     42,600
     
     271,950Cash flows used in investing activitiesAcquisition of mineral properties
     -
     
     (13,039)
     
     (25,227)Due from related party
     -
     
     6,480
     
     -Net cash used in investing activities
     -
     
     (6,559)
     
     (25,227)Cash increase (decrease) during the period
     (42,440)
     
     (4,219)
     
     205,451Cash beginning of the period
     247,891
     
     209,670
     
     -Cash end of the period
     $             205,451   $
     205,451  $
     205,451Supplemental disclosure: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, 2007(Unaudited - Prepared by Management)(Expressed in US Dollars)Deficit(Note 5)
     
     
     
     AccumulatedCommon
     
     Additional
     
     During the
     TotalStock
     Amount
     Paid-in
     Subscriptions
     Exploration
     Stockholders'Number
     par value
     Capital
     Receivable
     Stage
     Equity(Unaudited)
     (Unaudited)
     (Unaudited)
     (Unaudited)
     (Unaudited)
     (Unaudited)Balance, 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 six months ended May 31, 2007
     --
     --
     --
     --
     (62,234)
     (62,234)Balance, May 31, 2007
     6,906,300
     $           69
     $  271,881
     $                     --
     $          (80,434)
     $    191,516


















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, 2007(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, 2007, the Company has never generated any revenues and has an accumulated loss of $80,434 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. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|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% of the right, title and interest of four unpatented mining claims located in Elko County, Nevada. Terms and conditions are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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F-4

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FLM Minerals Inc.(An Exploration Stage Company)Notes to Interim Financial StatementsFor The Six Month Period Ended May 31, 2007(Unaudited)(Expressed in U.S. dollars)

|4. | 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 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 initially capitalized. Cumulative to May 31, 2007, the Company has recognized an impairment loss 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. | 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.                                                                                                                                                                                                                                                                     
|  
|6. | 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, 2007 the Company had the following financial assets and liabilities in Canadian dollars:                                                                                                                                                                                                                                                                                      
|  

USD equivalent
     CDN DollarsCash on deposit
     $           10,491
     $       11,225Accounts payable and accrued liabilities
     $             1,995
     $         2,135


At May 31, 2007 US dollar amounts were converted at a rate of $1.07 Canadian dollars to $1.00 US dollar.



F-5



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ITEM 2.     MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This section of the 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 out 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 current private placement. The cash we raise 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 of this report. 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 have located a reserve and we have determined it is economical to extract the minerals from the land.



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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.

We do not intend to hire additional employees at this time. All of the work on the property will be conducted 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.

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.

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.



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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 (3000 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.

We intend to initiate Phase 1 in September 2007.



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Limited Operating History; Need for Additional Capital

There is limited 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 will be seeking equity financing to provide for the ongoing 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.

Results of Operations

From Inception on August 31, 2006 to May 31, 2007

We entered into an option agreement to purchase the New Dawn property comprised of four unpatented twenty acre mining claims as described in our Form SB-2, file number 333-140933, as filed with the Securities and Exchange Commission.

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.

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, 2007, our total assets were $205,451 and our total liabilities were $13,935.

Recent accounting pronouncements

In March 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 156, "Accounting for Servicing of Financial Assets, an Amendment of FASB Statement No. 140," (hereinafter "SFAS No. 156). This statement requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of the following situations: a transfer of the

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servicer's financial assets that meets the requirements for sale accounting; a transfer of the servicer's financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale securities or trading securities; or an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. The statement also requires all separately recognized servicing assets and servicing liabilities to be initially recorded at fair value, if practicable and permits an entity to choose either the amortization or fair value method for subsequent measurement of each class of servicing assets and liabilities. The statement further permits, at its initial adoption, a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement No. 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value and requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity's fiscal year. Management believes the adoption of this statement will have no impact on the Company's financial condition or results of operations.

In February 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 155, "Accounting for Certain Hybrid Financial Instruments, an Amendment of FASB Standards No. 133 and 140," (hereinafter SFAS No. 155). This statement established the accounting for certain derivatives embedded in other instruments. It simplifies accounting for certain hybrid financial instruments by permitting fair value remeasurement for any hybrid instrument that contains an embedded derivative that would otherwise require bifurcation under SFAS No. 133 as well as eliminating a restriction on the passive derivative instruments that a qualifying special-purpose entity may hold under SFAS No. 140. This statement allows a public entity to irrevocably elect to initially and subsequently measure a hybrid instrument that would be required to be separated into a host contract and derivative in its entirety at fair value (with changes in fair value recognized in earnings) so long as that instrument is not designated as a hedging instrument pursuant to the statement. SFAS No. 140 previously prohibited a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for fiscal years beginning after September 15, 2006, with early adoption permitted as of the beginning of an entity's fiscal year. Management believes the adoption of this statement will have no impact on the Company's financial condition or results of operations.

In May 2005, the Financial Accounting Standards Board, issued Statement of Financial Accounting Standards (SFAS No. 154), Accounting Changes and Error Corrections, which replaces Accounting Principles Board Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements -- An Amendment of APB Opinion No. 28. SFAS No. 154 provides guidance on accounting for and reporting changes in accounting principle and error corrections. Management believes the adoption of SFAS No. 154 had no material impact on the financial position, results of operations, or cash flows.



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ITEM 3.      CONTROLS AND PROCEDURES.

(a)Evaluation of Disclosure Controls and Procedures:Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

(b)Changes in Internal Control over Financial Reporting:There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that could have affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to deficiencies and material weakness.

PART II. OTHER INFORMATION

ITEM 6.      EXHIBITS.

The following documents are included herein:

Exhibit No.
     Document Description31.1
     Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e),promulgated under the Securities and Exchange Act of 1934, as amended.31.2
     Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e),promulgated under the Securities and Exchange Act of 1934, as amended.32.1
     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002 (Chief Executive Officer).32.2
     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002 (Chief Financial Officer).








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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 16thday of July, 2007.

FLM MINERALS INC.BY:GEORGE HEARDGeorge Heard, President and Principal ExecutiveOfficerBY:JIANXING QIANJianxing Qian, Treasurer, Principal FinancialOfficer, and Principal Accounting Officer

























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