UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549FORM 10-K

[X]
     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended November 30, 2008


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, China 100086(Address of principal executive offices, including zip code.)011 86 106261 6955(Registrant's telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.[   ] Yes   No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:[X] Yes   No [   ]

Indicate by check mark whether the registrant(1) has filed all reports required 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 day.[X] Yes   [   ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy ir information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[   ]

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 and smaller reporting company in Rule 12b-2 if the Exchange Act.

Large Accelerated filer
     [   ]
     
     Accelerated filer                    [   ]Non-accelerated filer
     [   ]
     
     Smaller reporting company [X](Do not check if a smaller reporting company)


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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as ofNovember 30, 2008: $0.00.

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TABLE OF CONTENTSPART I
     
     PageItem 1.
     Business.
     3Item 1A. Risk Factors.
     7Item 1B. Unresolved Staff Comments.
     8Item 2.
     Properties.
     8Item 3.
     Legal Proceedings.
     13Item 4.
     Submission of Matters to a Vote of Security Holders.
     13PART IIItem 5.
     Market For Common Stock and Related Stockholder Matters.
     13Item 6.
     Selected Financial Data
     14Item 7.
     Managements Discussion and Analysis of Financial Condition or Plan ofOperation.
     15PART IIIItem 7A. Quantitative and Qualitative Disclosures about Market Risk.
     20Item 8.
     Financial Statements and Supplementary Data.
     21Item 9.
     Changes In and Disagreements With Accountants on Accounting and FinancialDisclosure
     34Item 9A. Controls and Procedures
     35Item 9B. Other Information
     35Item 10.
     Directors, Executive Officers, Promoters and Control Persons; Compliance withSection 16(a) of the Exchange Act
     36Item 11.
     Executive Compensation
     38Item 12.
     Security Ownership of Certain Beneficial Owners and Management
     40Item 13.
     Certain Relationships and Related Transactions, and Director Independence
     40PART IVItem 14.
     Principal Accountant Fees and Services.
     41Item 15.
     Exhibits, Financial Statement Schedules.
     42




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PART I

ITEM 1.      BUSINESS

General

We were incorporated on August 31, 2006. Our administrative office is located at 14-8, No. 58 Haidian Road, Haidian District, Beijing, China, 100086 and our telephone number is 011 86 10 6261 6955 and our registered statutory office is located at 6100 Neil Road, Suite 500, Reno, Nevada 89511. Our fiscal year end is November 30th. Our mailing address is #308 - 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 3N6.

We are an exploration stage mining company. We have no ore bodies. We intend to prospect for gold on our one property which contains four claims. We acquired the right to conduct exploration activities on the four claims on October 18, 2006 pursuant to an agreement with Altair Minerals Inc. Altair Minerals Inc. is not affiliated with us.

Our Agreement

On October 18, 2006, we entered into an agreement with Altair Minerals Inc. wherein we were granted the exclusive right and option to acquire an undivided 100% interest in and to four mining claims located in Elko County, Nevada which we call the New Dawn claims. Under the terms of the agreement we are obligated to:

|1. | Pay cash totaling $50,000 as follows:                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|   | a.                                                                                                                                                        
|   | b.                                                                                                                                                        
|   | c.                                                                                                                                                        
|   | d.                                                                                                                                                        
|2. | Issue 500,000 restricted shares of common stock as follows:                                                                                               
|   | a.                                                                                                                                                        
|   | b.                                                                                                                                                        
|3. | Make a royalty payment of $5,000 per year commencing October 18, 2010. The royalty payment will continue as long as we retain an interest in the property.
|4. | An annual royalty payment of equal to 3% of the net smelter returns.                                                                                      
|5. | We have the right to reduce the 3% by paying $500,000 for each 0.5%.                                                                                      

We are responsible for the payment of all fees and assessments due the Bureau of Land Management (BLM).

The agreement was terminated due to the non-payment of the cash and stock by the Company; however, we are attempting to renegoiate the terms.

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.

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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.

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 MagnetoTellurics ) 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.
| |   

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Cost Estimates

Estimated 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
     $
     50,000PHASE 2Core or Reverse Circulation drilling (3000 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.

Upon completion of a new agreement, the Company will schedule the Phase I work.

Government Regulation

Our mineral exploration program is subject to the regulations of the Bureau of Land Management.

The prospecting on the property is provided under the existing 1872 Mining Law and all permits for exploration and testing must be obtained through the local Bureau of Land Management (BLM) office of the Department of Interior. Obtaining permits for minimal disturbance as envisioned by this exploration program will require making the appropriate application and filing of the bond to cover the reclamation of the test areas. From time to time, an archeological clearance may need to be contracted to allow the testing program to proceed.

Rental Fee Requirement

The Federal government's Continuing Act of 2002 extends the requirement of rental or maintenance fees in place of assessment work for filing and holding mining claims with the BLM. All claimants must pay a yearly maintenance fee of $125 per claim for all or part of the mining claim assessment year. The fee must be paid at the State Office of the Bureau of Land Management by September 1 of each year. We have paid this fee through 2007. The assessment year ends on noon of September 1 of each year. The initial maintenance fee is paid at the time the Notice of Location is filed with the BLM and covers the remainder of the assessment year in which the claim was located. There are no exemptions from the initial fee. Some claim holders may qualify for a Small Miner Exemption waiver

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of the maintenance fee for assessment years after the year in which the claim was located. We do not qualify for a Small Miner Exemption. The following sets out the BLM fee schedule:

Fee Schedule* (per claim)Location Fee
     $
     30.00Maintenance Fee.
     $
     125.00Service Charges
     $
     10.00Transfer Fee
     $
     5.00Proof of Labor
     $
     5.00Notice of Intent to Hold
     $
     5.00Transfer of Interest
     $
     5.00Amendment
     $
     5.00Petition for Deferment of Assessment Work
     $
     25.00Notice of Intent to Locate on Stock Raising Homestead land
     $
     25.00* Fee schedule reflects increases of July 2004 and July 2005.


The BLM regulations provide for three types of operations on public lands: 1. Casual Use level, 2. Notice level and 3. Plan of Operation level.

1. Casual Use means activities ordinarily resulting in no or negligible disturbance of the public lands or resources. Casual Use operations involve simple prospecting with hand tools such as picks, shovels, and metal detectors. Small-scale mining devices such as dry washers having engines with less than 10 brake-horsepower are allowed, provided they are fed using only hand tools. Casual Use level operations are not required to file an application to conduct activities or post a financial guarantee.

2. Notice level operations include only exploration activities in which five or less acres of disturbance are proposed. Presently, all Notice Level operations require a written notice and must be bonded for all activities other than reclamation.

3. Plans of Operation activities include all mining and processing (regardless of the size of the proposed disturbance), plus all other activities exceeding five acres of proposed public land disturbance.

Operators are encouraged to conduct a thorough inventory of the claim to determine the full extent of any existing disturbance and to meet with field office personnel at the site before developing an estimate. The inventory should include photographs taken "before" and "after" any mining activity.

If an operator constructs access or uses an existing access way for an operation and would object to BLM blocking, removing, or claiming that access, then the operator must post a financial guarantee that covers the reclamation of the access.

Concurrence by the BLM for occupancy is required whenever residential occupancy is proposed or when fences, gates, or signs will be used to restrict public access or when structures that could be used for shelter are placed on a claim. It is the claimant's responsibility to prepare a complete notice or plan of operators.





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Mining Claims On State Land

The Nevada law authorizing location of claims on State Lands was repealed in 1998. Acquisition of mineral rights on Nevada trust land can only be accomplished by application for a prospecting permit, mineral lease, or lease of common variety materials.

We will secure all necessary permits for exploration and, if development is warranted on the property, will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

We are in compliance with all laws and will continue to comply with the laws in the future. We believe that compliance with the laws will not adversely affect our business operations.

We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the property.

Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities. The only "cost and effect" of compliance with environmental regulations in the State of Nevada is returning the surface to its previous condition upon abandonment of the property. We will only be using "non-intrusive" exploration techniques and will not leave any indication that a sample was taken from the area.

Employees and Employment Agreements

At present, we have no full-time employees. Our officers and directors are part-time employees and each will devote about 10 hours or 25% of their time per week to our operation. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Our officers and directors will handle our administrative duties. As of November 30, 2008, we have not looked for or talked to any geologists or engineers who will perform work for us in the future.

Other Activities

We are currently examining properties in China for possible exploration activities. As of the date of this report, we have not entered into negotiations or any agreements with anyone to acquire any additional properties.

ITEM 1A.    RISK FACTORS

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

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ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.      PROPERTIES

Claims

The following is a list of the New Dawn claims as filed with Bureau of Land Management, hereinafter the BLM, showing the claim name, BLM claim number, Elko County document number, and the expiration date for the claim. All claims are located in Elko County, Nevada.

Claim Name
     BLM Claim Number
     Elko County Document
     Date of ExpirationND 1
     851630
     507219
     September 1, 2009ND 2
     851631
     507220
     September 1, 2009ND 3
     851632
     507221
     September 1, 2009ND 4
     851633
     507222
     September 1, 2009


Each claim measures 600 feet by 1,500 feet and covers 20 acres. Total land position is 80 acres.

In order to keep the New Dawn claims in good standing, a claim maintenance fee in the amount of US$125.00 per claim must be paid by us to the BLM each year on or before September 1. This per claim maintenance fee is due no later than September 1. There is no grace period for fee payment. We will not cause the claims to expire as a result of not paying the required maintenance fees. In the event that our exploration program does not locate mineralization of interest, we will terminate our agreement with Altair Minerals Inc.

The New Dawn claims were selected based on research of documented occurrences of gold mineralization in Nevada and because mineralization has been located on other properties nearby, which are underlain by the same lithology. No mineralized material has been discovered on our property. We have not conducted any tests on our property.

Location and Access

The New Dawn property is located in Elko County, in the Tuscarora Mountains of north-central Nevada. The property is about 45 miles northwest of the town of Elko, Nevada. Elko is the countyseat of Elko County and lies on Interstate Highway I-80 about halfway between Reno, Nevada, and Salt Lake City, Utah. The New Dawn property is located in Section 4 of Township 39 North, Range 50 East, Mount Diablo Base and Meridian. The property is comprised of four unpatented lode mining claims, with each claim covering approximately 20 acres.





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From Reno, Nevada, access to the New Dawn property is by Interstate Freeway I-80 east for about 280 miles to Elko (Exit 301 on I-80), then north on paved State Highway 225 for about 26 miles, then northwest on paved State Highway 226, and then turning off to the west onto the county maintained gravel road SSR18 that heads toward the historic mining town of Tuscarora. After about six miles this gravel road turns due south. After heading due south about one mile, turn onto a secondary gravel road heading due west for about four miles past the Quarter Circle S Ranch and along the north side of McCann Creek past Battle Mountain and Beard Hill to a Y-junction where Berry Creek joins McCann Creek. Take the north fork heading uphill to the west and north for about 2.5 miles, to a Y-junction. Take the west fork onto a dirt track that heads northwest and then curves to the southwest then southeast, and eventually heads south along a ridge top, passing through the New Dawn property after about 2.5 miles.

























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MAP 1



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MAP 2



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Physiography

The climate in this part of Nevada is typical of the high desert country of the American southwest, with hot summers, cold winters and generally dry conditions. Temperature variations recorded for the area extend from a minimum of 40oF to a maximum of 108oF, with average temperatures of 16oF in winter and 84oF in summer. This is semi-arid desert, with an average annual precipitation of 12.5 inches. Heavy snowfall can be expected in the higher ranges, but the climate should not be an impediment to our exploration, especially if the operations were underground. Mining at open pits elsewhere in Nevada, in roughly similar conditions, is continued year round. Physical exploration work could be conducted on the New Dawn property year round, except during early spring when the frozen ground is melting and the unimproved dirt roads become muddy and difficult to travel.

Vegetation in this part of Nevada is generally confined to grasses and sagebrush, with local stands of willows, trembling aspen and some cottonwoods in valley bottoms, and local areas with dwarf juniper and pines. The New Dawn property area includes summer grazing leases for cattle from local ranches. Most of the access roads are officially designated as ranch access roads, meaning that there are few restrictions on their use.

Water is in relatively short supply, however there is sufficient water in McCann Creek for drilling, although it may be necessary to truck water if a diamond drill is employed. Grid electrical power is not available on the New Dawn property, although it does extend to the Quarter Circle S Ranch about 4 miles to the east. We will obtain electrical power from generators.

The New Dawn property is in moderately steep terrain, on a north-south trending ridge of the northern Tuscarora Mountains, with Mount Blitzen (el. 8,130 ft) located about five miles to the northeast. The north-south trending ridge is between the headwaters of Berry and Lewis Creeks, see Figure.2. Within the New Dawn property, elevations range from 7,480 ft at the ridge top, sloping down to 6,920 ft in the eastern gullies draining into Berry Creek, and sloping down to 7,200 ft in the western gullies draining into Lewis Creek. Further to the east, Berry Creek joins McCann Creek, which eventually joins the South Fork of the Owyhee River. Further to the west, Lewis Creek joins other creeks that eventually drain into the Humboldt River.

Elko is located on the Humboldt River, which has I-80 and a transcontinental railway along its course through northern Nevada. Elko is the county seat and has a regional airport with helicopter services available. Numerous drilling companies operate out of Elko. In general, Elko is the service center for large mining operations in the Carlin trend and the Jerritt Canyon district. Given all the mining activity in the Elko region, it is anticipated that sufficient infrastructure and manpower would be available locally to support a mining operation at the New Dawn property.

Property Geology

Three of the regional rock units outcrop in the immediate vicinity of the New Dawn property: 1) upper plate Palaeozoic rocks; 2) Tertiary volcanics; and 3) contemporaneous and younger dikes. In addition, there are unconsolidated 4) Quaternary surficial deposits.





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Mineralization

The mineralization is indicative of an epithermal system which may represent the top of a hydrothermal plume of mineralizing fluids.

History of Previous Work

There is no evidence of previous exploration on the property that we are aware of at this time.

ITEM 3.      LEGAL PROCEEDINGS

We are not presently a party to any litigation.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter, there were no matters submitted to a vote of our shareholders.

PART II

ITEM 5.      MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our stock was listed for trading on the Bulletin Board operated the Financial Industry Regulatory Authority (FINRA) on June 25, 2007 under the symbol FLMS. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.

Fiscal Year2008
     
     High Bid
     
     Low BidFourth Quarter 9-01-08 to 11-30-08
     $
     1.10
     $
     0.51Third Quarter 6-01-08 to 8-31-08
     $
     1.35
     $
     0.60Second Quarter 3-01-08 to 5-31-08
     $
     1.40
     $
     0.60First Quarter 12-01-07 to 2-28-08
     $
     2.00
     $
     0.50Fiscal Year2007
     
     High Bid
     
     Low BidFourth Quarter 9-01-07 to 11-30-07
     $
     0.00
     $
     0.00Third Quarter 6-01-07 to 8-31-07
     $
     0.00
     $
     0.00Second Quarter 3-01-07 to 5-31-07
     $
     0.00
     $
     0.00First Quarter 12-01-06 to 2-28-07
     $
     0.00
     $
     0.00




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Holders

On November 30, 2008, we had 48 shareholders of record of our common stock.

Dividend Policy

As of the date of this report, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as id and offer quotes, a dealers pread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the FINRAs toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities Authorized for Issuance Under Equity Compensation Plans

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

ITEM 6.      SELECTED FINANCIAL DATA

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



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ITEM 7.      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 November 30, 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 November 30, 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:

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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.

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 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


-17-

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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.

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 November 30, 2008, our total assets were $103,799 and our total liabilities were $6,200.







-18-

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Recent accounting pronouncements

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

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

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

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





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

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

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

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

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

FLM MINERALS INC.(An Exploration Stage Company)INDEX

****

PAGEREPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
     F-2 F-3BALANCE SHEETS
     F-4STATEMENTS OF OPERATIONS
     F-5STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
     F-6STATEMENTS OF CASH FLOWS
     F-7NOTES TO FINANCIAL STATEMENTS
     F-8  F-13










F-1

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Report of Independent Registered Public Accounting Firm

To the Shareholders of 
FLM Minerals Inc.(an Exploration Stage Enterprise) 
Vancouver, Canada

We have audited the balance sheet of FLM Minerals Inc. (an Exploration Stage Enterprise) as at November 30, 2007 and the related statements of operations ,changes in stockholders equity, and cash flows for the year then ended and the period from incorporation on August 31, 2006 to November 30, 2007. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatements. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2007 and the results of its operations and its cash flows for the year ended November 30, 2007 and the periods from incorporation on August 31, 2006 to November 30, 2007 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to financial statements, the Company is in the exploration stage, and has no permanently established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

MACKAY LLPMacKay LLPChartered AccountantsVancouver, CanadaFebruary 12, 2008



F-2

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KEMPISTY & COMPANY

CERTIFIED PUBLIC ACCOUNTANTS, P.C.

15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders ofFLM Minerals Inc.(An Exploration Stage Company)

We have audited the accompanying balance sheets of FLM Minerals Inc. (an exploration stage company) as of November 30, 2008 and the related statements of operations, changes in stockholders equity and cash flows for the year then ended and the period August 31,2006 (Inception) to November 30,2008. These financial statements are the responsibility of the company management. Our responsibility is to express an opinion on these financial statements based on our audits. The cumulative statements of operations, cash flows, and changes in stockholders' equity for the period August 31,2006 (inception) to November 30, 2007 which were audited by another auditor whose report have been furnished to us, and our opinion, insofar as it relates to the amounts included for the period August 31,2006 (inception)to November 30, 2007 is based solely on the reports of the other auditor.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FLM Minerals Inc. (an exploration stage company) at November 30, 2008 and the results of its operations and its cash flows for the year ended November 30, 2008 and the period August 31,2006 (Inception) to November 30,2008 in conformity with accounting principles generally accepted in the in the United States of America.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to financial statements, the Company is in the exploration stage, and has no permanently established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

KEMPISTY & COMPANY CPAs PCKempisty & CompanyCertified Public Accountants PCNew York, New YorkFebruary 25, 2009

F-3

-23-

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FLM Minerals Inc.(An Exploration Stage Company)Balance SheetsNovember 30,2008
     
     
     2007ASSETSCurrent AssetsCash
     $
     103,799
     
     $
     181,480Total Assets
     $
     103,799
     
     $
     181,480LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesAccounts payable and accrued liabilities
     $
     6,200
     
     $
     6,100Total Liabilities
     
     6,200
     
     
     6,100Stockholders' EquityPreferred Stock, $0.00001 par value, 100,000,000 shares authorized;none issued and outstanding
     
     -
     
     
     -Common Stock, $0.00001 par value, 100,000,000 shares authorized;6,906,300 issued and outstanding at November 30, 2008 and 2007
     
     69
     
     
     69Additional paid in capital
     
     271,881
     
     
     271,881Deficit accumulated during the exploration stage
     
     (174,351
     )
     
     (96,570
     )Total stockholders' equity
     
     97,599
     
     
     175,380Total Liabilities and Stockholders' Equity
     $
     103,799
     
     $
     181,480




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

F-4

-24-

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FLM Minerals Inc.(An Exploration Stage Company)Statements of OperationsFor the PeriodAugust 31, 2006For the Year Ended
     
     
     (Inception) toNovember 30,
     
     
     November 30,2008
     
     
     2007
     
     
     2008Revenue
     $
     -
     
     $
     -
     
     $
     -ExpensesGeneral and administrative
     
     54,239
     
     
     28,303
     
     
     83,554Mineral Property costs (Note 3)
     
     -
     
     
     13,039
     
     
     25,227Professional fees
     
     23,542
     
     
     37,028
     
     
     65,570Total expenses
     
     77,781
     
     
     78,370
     
     
     174,351Net Loss
     $
     (77,781
     )
     $
     (78,370
     )
     $
     (174,351
     )Basic and diluted net loss per share
     $
     (0.01
     )
     $
     (0.01
     )Weighted average shares used in calculatingbasic and diluted net loss per share
     
     6,906,300
     
     
     6,906,300










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

F-5

-25-

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FLM Minerals Inc.(An Exploration Stage Company)Statements of Changes in Stockholders EquityFor the year ended November 30, 2008 and 2007 and the period August 31, 2006 (inception) through November 30, 2008AdditionalCommon Stock
     
     Paid in
     
     Subscriptions
     AccumulatedShares
     
     Amount
     
     Capital
     
     Receivable
     
     
     Deficit
     
     
     TotalBalance at August 31, 2006(inception)
     -
     $
     -
     $
     -
     $
     -
     
     $
     -
     
     $
     -Capital stock issued for cashat $0.00001 per share
     6,000,000
     
     60
     
     -
     
     -
     
     
     -
     
     
     60Capital stock issued for cashat $0.30 per share
     906,300
     
     9
     
     271,881
     
     (42,600
     )
     
     -
     
     
     229,290Net loss for period
     -
     
     -
     
     -
     
     -
     
     
     (18,200
     )
     
     (18,200
     )Balance at November 30, 2006
     6,906,300
     
     69
     
     271,881
     
     (42,600
     )
     
     (18,200
     )
     
     211,150Share subscriptions received
     -
     
     -
     
     -
     
     42,600
     
     
     -
     
     
     42,600Net loss for year
     -
     
     -
     
     -
     
     -
     
     
     (78,370
     )
     
     (78,370
     )Balance at November 30, 2007
     6,906,300
     
     69
     
     271,881
     
     -
     
     
     (96,570
     )
     
     175,380Net loss for year
     -
     
     -
     
     -
     
     -
     
     
     (77,781
     )
     
     (77,781
     )Balance at November 30, 2008
     6,906,300
     $
     69
     $
     271,881
     $
     -
     
     $
     (174,351
     )
     $
     97,599










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

F-6

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FLM Minerals Inc.(An Exploration Stage Company)Statements of Cash FlowsFor the PeriodAugust 31, 2006For the Year Ended
     
     
     (Inception) toNovember 30,
     
     
     November 30,2008
     
     
     2007
     
     
     2008Cash Flows from Operating ActivitiesNet loss
     $
     (77,781
     )
     $
     (78,370
     )
     $
     (174,351
     )Changes in operating assets and liabilitiesIncrease in accounts payable and accrued liabilities
     
     100
     
     
     1,100
     
     
     6,200Net cash used by operating activities
     
     (77,681
     )
     
     (77,270
     )
     
     (168,151
     )Cash Flows from Financing ActivitiesCapital stock issued
     
     -
     
     
     -
     
     
     271,950Subscriptions collected
     
     -
     
     
     42,600
     
     
     -Net cash provided by financing activities
     
     -
     
     
     42,600
     
     
     271,950Cash Flows from Investing ActivitiesDue from related party
     
     -
     
     
     6,480
     
     
     -Net cash provided by investing activities
     
     -
     
     
     6,480
     
     
     -Increase(decrease) in cash
     
     (77,681
     )
     
     (28,190
     )
     
     103,799Cash, beginning of period
     
     181,480
     
     
     209,670
     
     
     -Cash, end of period
     $
     103,799
     
     $
     181,480
     
     $
     103,799Supplemental disclosures information:Interest paid
     $
     -
     
     $
     -
     
     $
     -Income taxes paid
     $
     -
     
     $
     -
     
     $
     -






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

F-7

-27-

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

NOTE 1  NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

FLM Minerals Inc. (the Company) was incorporated in the State of Nevada on August 31, 2006. The Company is an Exploration Stage Company. The Companys principal business is the acquisition and exploration of mineral properties. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

The accompanying financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Companys interests in the underlying properties, and the attainment of profitable operations. As at November 30, 2008, the Company has never generated any revenues and has an accumulated loss of $174,351 since inception. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These 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.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Use of Estimates

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

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period would be used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. There were no options or warrants outstanding at November 30, 2008.

Comprehensive Loss

SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Cash and cash equivalents

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

F-8

-28-

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

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Mineral Property Costs

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

Long-lived Assets

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

Financial Instruments

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

Income Taxes

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

Foreign Currency Translation

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

F-9

-29-

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

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Pronouncements

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

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

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

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

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





F-10

-30-

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

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Adopted Accounting Pronouncements

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

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

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

NOTE 3  MINERAL PROPERTIES

On October 18, 2006, the Company signed an option to purchase a royalty agreement with Altair Minerals Inc. (Altair). FLM will be granted an option to acquire an undivided 100% of the right, title and interest of four unpatented mining claims located in Elko County, Nevada. Terms and conditions are as follows:

|a) | $50,000 cash payment by FLM:                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------
|   |                                                                                                                  
|   | (i)                                                                                                              
|   |                                                                                                                  
|   | (ii)                                                                                                             
|   |                                                                                                                  
|   | (iii)                                                                                                            
|   |                                                                                                                  
|   | (iv)                                                                                                             
|   |                                                                                                                  
|b) | 500,000 common shares of FLM to be allotted and issued and certificates therefore delivered to Altair as follows:
|   |                                                                                                                  
|   | (i)                                                                                                              
|   |                                                                                                                  
|   | (ii)                                                                                                             

F-11

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

NOTE 3  MINERAL PROPERTIES (continued)

In addition, FLM shall, in order to maintain its interest in the property, make advance royalty payments to Altair, commencing on October 18, 2010 and continuing on the 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.

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

The cost of the mineral property was not capitalized. Cumulative to November 30, 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.

NOTE 4  COMMON STOCK

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

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

NOTE 5  FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and accounts payable and accrued liabilities Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency, or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying value, unless otherwise noted.

Currency risk is the risk to the Company's earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

At November 30, 2008 the Company had the following financial assets and liabilities in Canadian dollars:

USD Equivalent
     
     CDN DollarsCash on deposit
     $
     26
     $
     32Accounts payable and accrued liabilities
     $
     -
     $
     -


At November 30, 2008 US dollar amounts were converted at a rate of $1.00 Canadian dollars to $0.81US dollar.





F-12

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

NOTE 6  INCOME TAXThe components of the Company's tax provision are as follows:

November 30,2008
     
     
     2007Current income tax expense (benefit)
     $
     (13,000
     )
     $
     (17,000
     )Deferred income tax
     
     13,000
     
     
     17,000$
     -
     
     $
     -


Deferred income taxes reflect the net income tax effect of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and amounts used for income taxes. The Company's deferred income tax assets and liabilities consist of the following:

November 30,2008
     
     
     2007Net operating loss carryforward
     $
     30,000
     
     $
     17,000Deferred tax asset
     
     30,000
     
     
     17,000Valuation allowance
     
     (30,000
     )
     
     (17,000
     )Net deferred tax asset
     $
     -
     
     $
     -


Net operating loss carryforwards totaled approximately $ 174,000 at November 30, 2008. The net operating loss carryforwards will begin to expire in the year 2028 if not utilized. After consideration of all the evidence, both positive and negative, management has recorded a valuation allowance at November 30, 2008 due to the uncertainty of realizing the deferred tax assets.

The reconciliation of the income tax computed at the U.S. Federal statutory rate to income tax expense for the year ended November 30, 2008 and 2007:

November 30,2008
     
     
     2007Tax expense (benefit) at Federal rate (34%)
     $
     (60,000
     )
     $
     (34,000
     )Federal bracket adjustment
     
     30,000
     
     
     17,000Change in valuation allowance
     
     30,000
     
     
     17,000Net income tax (benefit) allowance
     $
     -
     
     $
     -


Utilization of the Company's net operating loss carryforwards are limited based on changes in ownership as defined in Internal Revenue Code Section 382.





F-13

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ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On October 6, 2008, we terminated MacKay LLP, Chartered Accountants, 1100 - 1177 West Hastings Street, Vancouver, British Columbia, Canada V6E as our independent registered public accounting firm. The decision to dismiss MacKay LLP as our independent registered public accounting firm was approved by our Board of Directors on October 6, 2008. Except as noted in the paragraph immediately below, the reports of MacKay LLPs consolidated financial statements for the years ended November 30, 2007 and 2006 and for the period January 1, 2006 through November 30, 2007 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

The reports of MacKay LLP on our financial statements as of and for the periods ended November 30, 2007 and 2006 and for the period December 1, 2007 through October 6, 2008 contained an explanatory paragraph which noted that there was substantial doubt as to our ability to continue as a going concern as we had suffered negative working capital, had experienced negative cash flows from continuing operating activities and also due to uncertainty with respect to our ability to meet short-term cash requirements.

During the years ended November 30, 2007 and 2006 and for the period December 1, 2007 through May 31, 2008 and through October 6, 2008 we have not had any disagreements with MacKay LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to MacKay LLPs satisfaction, would have caused it to make reference to the subject matter of the disagreements in its reports on our consolidated financial statements for such years or in connection with its reports in any subsequent interim period through the date of dismissal.

During the years ended November 30, 2007 and 2006, and through October 6, 2008, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

On October 6, 2008, we delivered a copy of this report to MacKay LLP. MacKay LLP issued its response. The response stated that it agreed with the foregoing disclosure.

New independent registered public accounting firm

On October 6, 2008, we engaged Kempisty & Company, Certified Public Accountants, P.C., 15 Maiden Lane, Suite 1003, New York, New York 10038, an independent registered public accounting firm, as our principal independent accountant with the approval of our board of directors. We have not consulted with Kempisty & Company, Certified Public Accountants, P.C. on any accounting issues prior to engaging them as our new auditors.

During the two most recent fiscal years and through the date of engagement, we have not consulted with Kempisty & Company, Certified Public Accountants, P.C. regarding either:





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|1. | The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that Kempisty & Company, Certified Public Accountants, P.C. concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.                                                                                                                                                                                              

ITEM 9A.    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 Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the Evaluation), under the supervision and with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures (Disclosure Controls) 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 CEO and CFO concluded that our Disclosure Controls were not 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.

ITEM 9B.    OTHER INFORMATION

None.







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PART III

ITEM 10.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Officers and Directors

Our directors serve until their successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serves until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, address, age and position of our present officers and directors are set forth below:

Name and Address
     Age
     Position(s)Xin Chen
     47
     President, Principal Executive Officer Principal#14-8, No. 58 Haidian Road
     
     Financial Officer, Treasurer, Principal AccountingHaidian District
     
     Officer, Secretary, and sole member ofBeijing, China
     
     the Board of Directors.


The persons named above have held their offices/positions since inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders.

Background of Officers and Directors

Since September 11, 2008, Mr. Chen has been our president, principal executive officer, principal financial officer, principal accounting officer, treasurer, secretary and sole member of the board of directors of FLM Minerals, Inc. From October 29, 2006 to October 19, 2007, he was president, CEO and director of Kinglake Resources, Inc. Since July 2004, he has been the owner of Beijing ENET Information Consulting Co. Ltd., located in Beijing, China. Beijing ENET Information Consulting Co. Ltd. is engaged in the business of Telecommunication consulting and program development. From September 1998 to April 2004, he was a project manager for AT&T China, Inc.

Involvement in Certain Legal Proceedings

Other than as described in this section, to our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures

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commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Audit Committee and Charter

We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.

Audit Committee Financial Expert

None of our directors or officers have the qualifications or experience to be considered a financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we believe the services of a financial expert are not warranted.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to



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the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of theSecurities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock failed to file Form 3s, 4s and 5s.

ITEM 11.      EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us for the last three fiscal years ending November for each of our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.

Executive Officer Compensation TableNon-
     NonqualifiedEquity
     Deferred
     AllName
     
     
     
     
     
     Incentive
     Compensa-
     Otherand
     
     
     
     Stock
     Option
     Plan
     tion
     Compen-Principal
     
     Salary
     Bonus
     Awards
     Awards
     Compensation
     Earnings
     sation
     TotalPosition
     Year
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)(a)
     (b)
     (c)
     (d)
     (e)
     (f)
     (g)
     (h)
     (i)
     (j)Xin Chen
     2008
     0
     0
     0
     0
     0
     0
     0
     0President
     2007
     0
     0
     0
     0
     0
     0
     0
     02006
     0
     0
     0
     0
     0
     0
     0
     0George Heard
     2008
     0
     0
     0
     0
     0
     0
     0
     0(former President)
     2007
     0
     0
     0
     0
     0
     0
     0
     02006
     0
     0
     0
     0
     0
     0
     0
     0Jianxing Qian
     2008
     0
     0
     0
     0
     0
     0
     0
     0(former Principal
     2007
     0
     0
     0
     0
     0
     0
     0
     0Financial Officer)
     2006
     0
     0
     0
     0
     0
     0
     0
     0


We do not anticipate paying any salaries in 2009. We do not anticipate paying salaries until we have a defined ore body and begin extracting minerals from the ground.

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Compensation of Directors

The members of our board of directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts. The following table reflects compensation paid to our directors during the fiscal year ended November 30, 2008.

Directors Compensation TableFeesEarned
     
     
     
     Nonqualifiedor
     
     
     Non-Equity
     DeferredPaid in
     Stock
     Option
     Incentive Plan
     Compensation
     All OtherCash
     Awards
     Awards
     Compensation
     Earnings
     Compensation
     TotalName
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)
     (US$)(a)
     (b)
     (c)
     (d)
     (e)
     (f)
     (g)
     (h)Xin Chen
     0
     0
     0
     0
     0
     0
     0Chester Shynkaryk (resigned)
     0
     0
     0
     0
     0
     0
     0George Heard (resigned)
     0
     0
     0
     0
     0
     0
     0Jianxing Qian (resigned)
     0
     0
     0
     0
     0
     0
     0


Option/SAR Grants

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.



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ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Direct Amount of
     
     PercentName of Beneficial Owner
     Beneficial Owner
     Position
     of ClassXin Chen
     2,000,000
     President, Principal Executive Officer,
     28.96%Principal Financial Officer, Secretary,and sole member of the Board ofDirectors.All officers and directors as
     2,000,000
     
     28.96%a group (1 person)Chester Shynkaryk
     2,000,000
     
     28.96%George Heard
     2,000,000
     
     28.96%


Changes in Control

There are no arrangements which may result in a change of control of FLM Minerals Inc. There are no known persons that may assume control of us after the offering.

Securities authorized for issuance under equity compensation plans.

We have no equity compensation plans.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In August 2006, we issued a total of 6,000,000 shares of restricted common stock to our officers and directors in consideration of $60.









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ITEM 14.      PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

| | 2008 | $ | 7,800  | Kempisty & Company, CPA PC       
| | ---- | - | ------ | ---------------------------------
| | 2008 | $ | 14,000 | MacKay LLP, Chartered Accountants
| | 2007 | $ | 12,900 | MacKay LLP, Chartered Accountants

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

| | 2008 | $ | 0 | Kempisty & Company, CPA PC       
| | ---- | - | - | ---------------------------------
| | 2008 | $ | 0 | MacKay LLP, Chartered Accountants
| | 2007 | $ | 0 | MacKay LLP, Chartered Accountants

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

| | 2008 | $ | 0 | Kempisty & Company, CPA PC       
| | ---- | - | - | ---------------------------------
| | 2008 | $ | 0 | MacKay LLP, Chartered Accountants
| | 2007 | $ | 0 | MacKay LLP, Chartered Accountants

(4) All Other Fees

The aggregate fees billed in each of the last tow fiscal yeas for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

| | 2008 | $ | 0 | Kempisty & Company, CPA PC       
| | ---- | - | - | ---------------------------------
| | 2008 | $ | 0 | MacKay LLP, Chartered Accountants
| | 2007 | $ | 0 | MacKay LLP, Chartered Accountants

(5) Our audit committees pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

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(6) The percentage of hours expended on the principal accountants engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountants full time, permanent employees was 0%.

ITEM 15.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Incorporated by referenceFiledExhibit
     Document Description
     Form
     Date
     Number
     herewith3.1
     Articles of Incorporation.
     SB-2
     07/12/07
     3.13.2
     Bylaws.
     SB-2
     07/12/07
     3.24.1
     Specimen Stock Certificate.
     SB-2
     07/12/07
     4.110.1
     Option Agreement
     SB-2
     07/12/07
     10.114.1
     Code of Ethics.
     10-K
     02/28/08
     14.131.1
     Certification of Principal Executive Officer and
     
     
     
     XPrincipal Financial Officer pursuant to 15d-15(e),promulgated under the Securities and Exchange Actof 1934, as amended.32.1
     Certification pursuant to 18 U.S.C. Section 1350, as
     
     
     
     Xadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer andChief Financial Officer).99.1
     Audit Committee Charter.
     10-K
     02/28/08
     99.199.2
     Disclosure Committee Charter.
     10-K
     02/28/08
     99.2








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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 27thday of February, 2009.

FLM MINERALS INC.(Registrant)BY:
     XIN CHENXin ChenPresident, Principal Executive Officer,Principal Financial Officer, Secretary, andsole member of the Board of Directors


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature
     Title
     DateXIN CHEN
     President, Principal Executive Officer, Principal
     February 27, 2009Xin Chen
     Financial Officer, Secretary, and solemember of the Board of Directors














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EXHIBIT INDEXIncorporated by referenceFiledExhibit
     Document Description
     Form
     Date
     Number
     herewith3.1
     Articles of Incorporation.
     SB-2
     07-12-07
     3.13.2
     Bylaws.
     SB-2
     07-12-07
     3.24.1
     Specimen Stock Certificate.
     SB-2
     07-12-07
     4.110.1
     Option Agreement
     SB-2
     07-12-07
     10.114.1
     Code of Ethics.
     10-K
     02/28/08
     14.131.1
     Certification of Principal Executive Officer and
     
     
     
     XPrincipal Financial Officer pursuant to 15d-15(e),promulgated under the Securities and Exchange Actof 1934, as amended.32.1
     Certification pursuant to 18 U.S.C. Section 1350, as
     
     
     
     Xadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer andChief Financial Officer).99.1
     Audit Committee Charter.
     10-K
     02/28/08
     99.199.2
     Disclosure Committee Charter.
     10-K
     02/28/08
     99.2










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