10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2010.
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53160

FLM MINERALS INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

#14 - 8 No. 58 Haidian Road

Haidian District

Beijing, China 100086

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

011 86 106261 6955

(Registrant’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer        [   ] Accelerated Filer                         [   ]

Non-accelerated Filer           [   ] Smaller Reporting Company       [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [X] NO [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,906,3000 as of February 28, 2010.

PART I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

FLM MINERALS INC.

(An Exploration Stage Company)

INDEX

	PAGE
BALANCE SHEETS	F2
STATEMENTS OF OPERATIONS	F3
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY	F4
STATEMENTS OF CASH FLOWS	F5
NOTES TO FINANCIAL STATEMENTS	F6

F-1

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FLM MINERALS INC.
(An Exploration Stage Company)
Balance Sheets
(Unaudited)
			February 28,		November 30,
			2010		2009
Assets
Current Assets
	Cash	$	81,736	$	81,795
Total Assets		$	81,736	$	81,795
Liabilities and Stockholders' Equity
Current Liabilities
	Accounts payable and accrued liabilities	$	9,350	$	7,100
Total Liabilities			9,350		7,100
Stockholders' Equity
	Preferred Stock, 100,000,000 shares authorized, $0.00001 par value
	None issued		-		-
	Common Stock, 100,000,000 shares authorized, $0.00001 par value
	6,906,300 (November 30, 2007 - 6,906,300) shares issued and outstanding - par value		69		69
	Additional paid in capital		271,881		271,881
	Deficit accumulated during the exploration stage		(199,564)		(197,255)
Total Stockholders' Equity			72,386		74,695
Total Liabilities and Stockholders' Equity		$	81,736	$	81,795

See notes to financial statements

F-2

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FLM MINERALS INC.
(An Exploration Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
`
							Period From
			Three Month		Three Month		August 31, 2006
			Ended		Ended		(Date of Inception)
			February 28,		February 28,		to February 28,
			2010		2009		2010
Expenses
	General and administrative	$	209	$	459	$	86,526
	Mineral property costs		-		-		25,227
	Professional fees		2,100		4,125		87,811
Total expenses			2,309		4,584		199,564
Net loss for the period		$	(2,309)	$	(4,584)	$	(199,564)
Net loss per share
	Basic and diluted	$	(0.00)	$	(0.00)
	Weighted average number of shares  outstanding - basic and diluted		6,906,300		6,906,300

See notes to financial statements

F-3

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FLM Minerals Inc. (An Exploration Stage Company)
Statements of Changes in Stockholders’ Equity From period August 31, 2006 (inception) through  February 28, 2010
(Unaudited)
					Additional
	Common Stock				Paid in		Subscriptions		Accumulated
	Shares		Amount		Capital		Receivable		Deficit		Total
Balance at August 31, 2006
(inception)	-	$	-	$	-	$	-	$	-	$	-
Capital stock issued for cash
at $0.00001 per share	6,000,000		60		-		-		-		60
Capital stock issued for cash
at $0.30 per share	906,300		9		271,881		(42,600)		-		229,290
Net loss for period	-		-		-		-		(18,200)		(18,200)
Balance at November 30, 2006	6,906,300		69		271,881		(42,600)		(18,200)		211,150
Share subscriptions received	-		-		-		42,600		-		42,600
Net loss for year	-		-		-		-		(78,370)		(78,370)
Balance at November 30, 2007	6,906,300		69		271,881		-		(96,570)		175,380
Net loss for year	-		-		-		-		(77,781)		(77,781)
Balance at November 30, 2008	6,906,300		69		271,881		-		(174,351)		97,599
Net loss for year	-		-		-		-		(22,904)		(22,904)
Balance at November 30, 2009	6,906,300	$	69	$	271,881	$	-	$	(197,255)	$	74,695
Net loss for the period ended February 28, 2010							-		(2,309)		(2,309)
Balance at February 28, 2010	6,906,300	$	69	$	271,881	$	-	$	(199,564)	$	72,386

See notes to financial statements

F-4

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FLM MINERALS INC. (An Exploration Stage Company) Statements of Cash Flows (Expressed in US Dollars) (Unaudited)
									Period From
					Three Month		Three Month		August 31, 2006
					Ended		Ended		(Date of Inception)
					February 28,		February 28,		to February 28,
					2010		2009		2010
					-		-		-
	Cash flows used in operating activities
		Net loss for the period		$	(2,309)	$	(4,584)	$	(199,564)
		Changes in operating assets and liabilities
			Increase (decrease) in accounts payable and accrued liabilities		2,250		(600)		9,350
	Net cash used in operating activities				(59)		(5,184)		(190,214)
	Cash flows from financing activities
		Capital stock issued			-		-		271,950
		Subscriptions collected			-		-		-
	Net cash from financing activities				-		-		271,950
	Cash flows used in investing activities
		Due from related party			-		-		-
	Net cash from investing activities				-		-		-
Cash increase (decrease) during the period					(59)		(5,184)		81,736
Cash beginning of the period					81,795		103,799		-
Cash end of the period				$	81,736	$	98,615	$	81,736
Supplemental of cash flow information:
		Interest paid		$	-	$	-	$	-
		Income taxes paid		$	-	$	-	$	-

See notes to financial statements

F-5

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FLM Minerals Inc.

(An Exploration Stage Company)

Notes to Financial Statements

February 28, 2010

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION AND CONTINUANCE OF BUSINESS

Basis of Presentation

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Article 10 of Regulations S-X in the United States of America and are presented in United States dollars.  They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended November 30, 2009 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The interim unaudited consolidated financial statements should be read in conjunction with those consolidated financial statements included in Form 10-K. In the opinion of Management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made.  Operating results for the three months ended February 28, 2010 are not necessarily indicative of the results that may be expected for the year ending November 30, 2010.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at February 28, 2010, the Company has never generated any revenues and has an accumulated loss of $199,564 since incep tion. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-6

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

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

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly we when we need capital, we must raise cash from sources other than the sale of minerals.

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

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

We do not own an interest in any property and have moved our principal focus to seeking opportunities in China.

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 programs, we will have to cease activities until additional funds are raised.

If we are unable to complete any phase of exploration because we don’t have enough money, we will cease activities until we raise more money. If we cease activities, we do not have future plans for our company.

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

Results of Operations

From Inception on August 31, 2006 to February 28, 2010

On October 18, 2006, we entered into an option agreement with Altair Minerals Inc. to purchase the New Dawn property comprised of four twenty acre mining claims.  The agreement with Altair Minerals Inc. was terminated on December 14, 2007.

-8-

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 had been done on the property as at February 28. Management has evaluated two potentially larger and presumably more financeable prospects in Mainland China. Based on our evaluations, neither has been acquired.

Limited Operating History; Need for Additional Capital

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

To become profitable and competitive, we must conduct research and exploration of a property before we start production of any minerals we may find.

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

Liquidity and Capital Resources

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

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

As of February 28, 2010, our total assets were $81,736 and our total liabilities were $9,350.

Recent accounting pronouncements

The Company does not expect any recent accounting pronouncements to have an impact on its financial position, operations or cash flows.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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ITEM 4. CONTROLS AND PROCEDURES.

Disclosure controls

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes

There were no changes in our internal control over financial reporting during the quarter ended February 28, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

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

ITEM 6. EXHIBITS.

Exhibit Number	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 13th day of April, 2010.

BY:  FLM MINERALS INC. XIN CHEN Xin Chen President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and a member of the Board of Directors

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EXHIBIT INDEX

Exhibit Number	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.

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EX-31.1

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Xin Chen, certify that:

1. I have reviewed this Form 10-Q for the period ended February 28, 2010 of FLM Minerals Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:   April 13, 2010	XIN CHEN
	Xin Chen
	Principal Executive Officer and Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of FLM Minerals Inc. (the "Company") on Form 10-Q for the period ended February 28, 2010 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Xin Chen, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 13th day of April, 2010

XIN CHEN

Xin Chen

Chief Executive Officer and Chief Financial Officer