UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q

x
     QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2008.OR ̈
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934


Commission file number 000-53160FLM 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 ROADHAIDIAN DISTRICTBEIJING F4 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 October 10, 2008.

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PART I  FINANCIAL INFORMATION

FLM MINERALS INC.(An Exploration Stage Company)Index to Financial StatementsFor the Period Ended August 31, 2008(Stated in US Dollars)

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Item 1 -- Financial StatementsBalance Sheets
     F-1Statements of Operations
     F-2Statements of Cash Flows
     F-3Statements of Stockholders' Deficiency
     F-4NOTES TO THE FINANCIAL STATEMENTS
     F-5




ITEM 1.     FINANCIAL STATEMENTS

The financial statements of FLM Minerals Inc. (the Company), included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company as included in the Companys Form 10-K for the period ended November 31, 2007.





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FLM MINERALS INC.(An Exploration Stage Company)Balance SheetsAugust 31,
     
     November 30,2008
     
     2007Assets
     
     (Unaudited)Current AssetsCash
     $
     159,269
     $
     181,480Total Assets
     $
     159,269
     $
     181,480Liabilities and Stockholders' EquityCurrent LiabilitiesAccounts payable and accrued liabilities
     $
     2,424
     $
     6,100Total Liabilities
     
     2,424
     
     6,100Stockholders' EquityPreferred Stock, 100,000,000 shares authorized, $0.00001 par value
     
     --
     
     --None issuedCommon Stock, 100,000,000 shares authorized, $0.00001 par value6,906,300 (November 30, 2007 - 6,906,300) shares issued and outstanding
     
     69
     
     69- par valueAdditional paid in capital
     
     271,881
     
     271,881Deficit accumulated during the exploration stage
     
     (115,105)
     
     (96,570)Total Stockholders' Equity
     
     156,845
     
     175,380Total Liabilities and Stockholders' Equity
     $
     159,269
     $
     181,480Going 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)Statements of OperationsPeriodThree Month
     
     Nine Month
     
     FromPeriod
     
     Period
     
     August 31, 2006Ended
     
     Ended
     
     (Date of Inception)August 31,
     
     August 31,
     
     August 31,
     
     August 31,
     
     to August 31,2008
     
     2007
     
     2008
     
     2007
     
     2008(Unaudited)
     
     (Unaudited)
     
     (Unaudited)
     
     (Unaudited)
     
     (Unaudited)ExpensesGeneral and administrative
     $
     785
     $
     1,054
     $
     2,153
     $
     22,215
     $
     31,468Mineral property costs (Note 4)
     
     -
     
     -
     
     -
     
     13,039
     
     25,227Professional fees
     
     1,800
     
     2,910
     
     16,382
     
     30,944
     
     58,410Total expenses
     
     2,585
     
     3,964
     
     18,535
     
     66,198
     
     115,105Net loss for the period
     $
     (2,585)
     $
     (3,964)
     $
     (18,535)
     $
     (66,198)
     $
     (115,105)Net loss per shareBasic and diluted
     $
     (0.00)
     $
     (0.00)
     $
     (0.00)
     $
     (0.01)Weighted average number of sharesoutstanding - basic and diluted
     
     6,906,300
     
     6,906,300
     
     6,906,300
     
     6,906,300


















The Accompanying Notes are an Integral Part of These Financial Statements

F-2



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FLM MINERALS INC.(An Exploration Stage Company)Statements of Cash FlowsPeriodNine Month
     
     FromPeriod
     
     August 31, 2006Ended
     
     (Date of Inception)August 31,
     
     August 31,
     
     to August 31,2008
     
     2007
     
     2008(Unaudited)
     
     (Unaudited)
     
     (Unaudited)Cash flows used in operating activitiesNet loss for the period
     $
     (18,535)
     $
     (66,198)
     $
     (115,105)Changes in operating assets and liabilitiesIncrease (decrease) in accounts payable and accruedliabilities
     
     (3,676)
     
     218
     
     2,424Net cash used in operating activities
     
     (22,211)
     
     (65,980)
     
     (112,681)Cash flows from financing activitiesCapital stock issued
     
     -
     
     -
     
     271,950Subscriptions collected
     
     -
     
     42,600
     
     -Net cash from financing activities
     
     -
     
     42,600
     
     271,950Cash flows used in investing activitiesDue from related party
     
     -
     
     6,480
     
     -Net cash from investing activities
     
     -
     
     6,480
     
     -Cash increase (decrease) during the period
     
     (22,211)
     
     (16,900)
     
     159,269Cash beginning of the period
     
     181,480
     
     209,670
     
     -Cash end of the period
     $
     159,269
     $
     192,770
     $
     159,269Supplemental of cash flow information:Interest paid
     $
     -
     $
     -
     $
     -Income taxes paid
     $
     -
     $
     -
     $
     -


The Accompanying Notes are an Integral Part of These Financial Statements

F-3

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FLM MINERALS INC.(An Exploration Stage Company)Statements of Stockholders' EquityDeficitAccumulatedAdditional
     
     
     
     During the
     
     TotalCommon Stock
     
     Paid-in
     
     Subscriptions
     
     Exploration
     
     Stockholders'Number
     
     Par value
     
     Capital
     
     Receivable
     
     Stage
     
     EquityBalance, August 31, 2006(date of inception)
     --
     $
     --
     $
     --
     $
     --
     $
     --
     $
     --Capital stock issued for cashat $0.00001 per share
     6,000,000
     
     60
     
     --
     
     -
     
     --
     
     60at $0.30 per share
     906,300
     
     9
     
     271,881
     
     (42,600)
     
     --
     
     229,290Net loss, for the period from date of inceptionon August 31, 2006 to November 30, 2006
     --
     
     --
     
     --
     
     -
     
     (18,200)
     
     (18,200)Balance, November 30, 2006
     6,906,300
     
     69
     
     271,881
     
     (42,600)
     
     (18,200)
     
     211,150Share subscriptions received
     --
     
     --
     
     --
     
     42,600
     
     --
     
     42,600Net loss for yearended November 30, 2007
     --
     
     --
     
     --
     
     --
     
     (78,370)
     
     (78,370)Balance, November 30, 2007
     6,906,300
     
     69
     
     271,881
     
     --
     
     (96,570)
     
     175,380Net loss for nine monthsended August 31, 2008
     --
     
     --
     
     --
     
     --
     
     (18,535)
     
     (18,535)Balance, August 31, 2008
     6,906,300
     $
     69
     $
     271,881
     $
     --
     $
     (115,105)
     $
     156,845










The Accompanying Notes are an Integral Part of These Financial Statements

F-4



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FLM Minerals Inc.(An Exploration Stage Company)Notes to Financial Statements

|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 August 31, 2008, the Company has never generated any revenues and has an accumulated loss of $115,105 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-Q and Article 10 of Regulation S- X. 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. The results of operations for the three and nine month period ended August 31, 2008 are not necessarily indicative of the operating results for the entire year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|3. | Newly Adopted Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS No. 159 effective December 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements ("SFAS No. 157"). SFAS157 establishes framework for measuring fair value and expands disclosures about fair value measurements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  

F-5



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FLM Minerals Inc.(An Exploration Stage Company)Notes to Financial Statements

|3. | Newly Adopted Accounting Standards (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The changes to current practice resulting from the application of this statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. The statement is effective for fiscal years beginning after November 15, 2007 and periods within those fiscal years. The Company adopted SFAS No. 157 effective December 1, 2007.                                                                                                                                                       
|  
|   | In June 2006, the Financial Accounting Standards Board ("FASB") issued Accounting for Uncertain Tax Positions - an Interpretation of FASB Statement No. 109, FIN 48, which prescribes a recognition and measurement model for uncertain tax positions taken or expected to be taken in the Company's tax returns. FIN 48 provides guidance on recognition, classification, presentation, and disclosure of unrecognized tax benefits. FIN 48 was effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 effective December 1, 2007.
|  
|   | The adoption of these new pronouncements did not have a material effect on the Companys financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|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)     $50,000 cash payment by FLM:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | (i)      $5,000 on execution of this agreement (paid); 
        (ii)     $10,000 on or before October 18, 2007 (see note 6); 
        (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 (see note 6, no liability set up); 
        (ii)    250,000 common shares on October 18, 2008                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | 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.                                                                                                                                                                              
|  

F-6

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FLM Minerals Inc.(An Exploration Stage Company)Notes to Financial Statements

|4. | Mineral Properties (continued)                                                                                                                                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The cost of the mineral property was not capitalized. Cumulative to August 31, 2008, the Company has recognized property expenses of $25,227 ($5,000 for option payment; $20,227 for property evaluation), as it has not yet been determined whether there are proven or probable reserves on the property.                                                                              
|  
|5. | 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 current year.                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|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 August 31, 2008 the Company had the following financial assets and liabilities in Canadian dollars:                                                                                                                                                                                                                                                                                   
|  

USD equivalent
     CDN DollarsCash on deposit
     $
     47
     $
     50Accounts payable and accrued liabilities
     $
     --
     $
     --


|   | At August 31, 2008 US dollar amounts were converted at a rate of $1.00 Canadian dollars to $0.94US dollar.                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|7. | Subsequent Events                                                                                                                                                                                                                                                                
|  
|   | Subsequent to August 31, 2008, the Company is negotiating with Altair Minerals Inc. to reduce the option payments. No agreement has been reached. Technically the agreement with Altair Minerals Inc. is in default, however, the Company is attempting to renegotiate the terms.
|  



F-7



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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.

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

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

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

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

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

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

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





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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 conduct by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Results of Operations

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

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

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

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

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

Our Proposed Exploration Program

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

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

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

The following is our plan and milestones for exploration:

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





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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.

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 EstimatesEstimated BudgetPHASE 1Additional 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








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PHASE 2Core 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.

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

Limited Operating History; Need for Additional Capital

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

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

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

Liquidity and Capital Resources

As of the date of this report, we have yet to generate any revenues from our business operations. We issued 6,906,300 shares of common stock pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. This was accounted for as a purchase of shares of common stock.

As of August 31, 2008, our total assets were $159,269 and our total liabilities were $2,424.

Recent accounting pronouncements

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





-13-

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

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Controls

We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.







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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 pursuantto 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 ChiefExecutive Officer and Chief Financial Officer.






























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SIGNATURES

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

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

































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






























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