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~~MAY 2831, 2011
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)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X]

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. (Check one):

Large Accelerated Filer	[ ]	Accelerated Filer	[ ]
Non-accelerated Filer	[ ]	Smaller Reporting Company	[X]
(Do not check if smaller reporting company)

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

~~Indicated~~Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,906,300 as of ~~April~~July 1915, 2011.

TABLE OF CONTENTS

		Page
PART I – Financial Information
Item 1.	Financial Information.	3
	Balance Sheets (Unaudited)	F-1
	Statements of Operations (Unaudited)	F-2
	Statements of Changes in Stockholders’ Equity (Unaudited)	F-3
	Statements of Changes in Stockholders' Equity (Unaudited)	F-3
	Statements of Cash Flows (Unaudited)	F-4
	Notes to Financial Statements (Unaudited)	F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	9
Item 4.	Controls and Procedures.	9
PART II – Other Information
Item 1A.	Risk Factors.	10
Item 6.	Exhibits.	10
Signatures		11
Exhibit Index		12

-2-

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FLM MINERALS INC.
(An Exploration Stage Company)
Balance Sheets
(Expressed in US Dollars)
			February 28,		November 30,
			May 31,		November 30,
			2011		2010
			(Unaudited)
Assets
Current Assets
	Cash	$	5643,~~905~~916	$	56,941
Total Assets		$	5643,~~905~~916	$	56,941
Liabilities and Stockholders' Equity
Current Liabilities
	Accounts payable and accrued liabilities	$	123,~~670~~834	$	7,000
Total Liabilities			123,~~670~~834		7,000
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,
	Common Stock, 100,000,000 shares authorized, $0.00001 par value
	6,906,300 and 6,906,300 shares issued and outstanding, respectively		69		69
	Additional paid in capital		271,881		271,881
	Deficit accumulated during the exploration stage		(~~227~~231,~~715~~868)		(222,009)
Total Stockholders' Equity			4440,~~235~~082		49,941
Total Liabilities and Stockholders' Equity		$	5643,~~905~~916	$	56,941

The Accompanying Notes are an Integral Part of These Financial Statements.

F-1

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FLM MINERALS INC.
(An Exploration Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
								Period
												Period From
								From
				Three Months		Three Months		Six Months		Six Months		August 31, 2006
				Three Months		Three Months		August 31, 2006
				Ended		Ended		Ended		Ended		(Date of Inception)
				Ended		Ended		(Date of Inception)
				May 31,		May 31,		May 31,		May 31,		to May 31,
				February 28,		February 28,		to February 28,
				2011		2010		2011		2010		2011
				2011		2010		2011
Expenses
Expenses
	General and administrative		$	483	$	318	$	919	$	527	$	89,298
	General and administrative		$	436	$	209	$	88,815
	Mineral property costs			-		-		-		-		25,227
	Mineral property costs			-		-		25,227
	Professional fees			3,670		5,010		8,940		7,110		117,343
	Professional fees			5,270		2,100		113,673
Total expenses				4,153		5,328		9,859		7,637		231,868
Total expenses				5,706		2,309		227,715
Net loss for the period			$	(4,153)	$	(5,328)	$	(9,859)	$	(7,637)	$	(231,868)
Net loss for the period			$	(5,706)	$	(2,309)	$	(227,715)
Net loss per share
Net loss per share
	Basic and diluted		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.03)
	Basic and diluted		$	(0.00)	$	(0.00)	$	(0.03)
	Weighted average number of shares
	Weighted average number of shares
		outstanding - basic and diluted		6,906,300		6,906,300		6,906,300		6,906,300		6,906,300
		outstanding - basic and diluted		6,906,300		6,906,300		6,906,300

The Accompanying Notes are an Integral Part of These Financial Statements.

F-2

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FLM MINERALS INC.
FLM Minerals Inc.
(An Exploration Stage Company)
Statements of Changes in Stockholders’ Equity
From period August 31, 2006 (inception) through February 28, 2011
From period August 31, 2006 (inception) through May 31, 2011
					Additional
	Common Stock				Paid in		Subscriptions		Accumulated
	Shares		Amount		Capital		Receivable		Deficit		Total
Balance at August 31, 2006
(inception)	-	$	-	$	-	$	-	$	-	$	-
Common stock issued for cash
Capital stock issued for cash
at $0.00001 per share	6,000,000		60		-		-		-		60
Common stock issued for cash
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 ended November 30, 2007	-		-		-		-		(78,370)		(78,370)
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 ended November 30, 2008	-		-		-		-		(77,781)		(77,781)
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 ended November 30, 2009	-		-		-		-		(22,904)		(22,904)
Balance at November 30, 2009	6,906,300		69		271,881		-		(197,255)		74,695
Net loss for year ended November 30, 2010	-		-		-		-		(24,754)		(24,754)
Balance at November 30, 2010	6,906,300		69		271,881		-		(222,009)		49,941
Unaudited:
Net loss for the period ended February 28, 2011	-		-		-		-		(5,706)		(5,706)
Net loss for the period ended May 31, 2011	-		-		-		-		(9,859)		(9,859.00)
Balance at February 28, 2011	6,906,300	$	69	$	271,881	$	-	$	(227,715)	$	44,235
Balance at May 31, 2011	6,906,300	$	69	$	271,881	$	-	$	(231,868)	$	40,082

The Accompanying Notes are an Integral Part of These Financial Statements.

F-3

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FLM MINERALS INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
									Period From
									Period
					Three Months		Three Months		August 31, 2006
									From
					Six Months		Six Months		August 31 ,2006
					Ended		Ended		(Date of Inception)
					February 28,		February 28,		to February 28,
					May 31,		May 31,		to May 31,
					2011		2010		2011
	Cash flows used in operating activities
		Net loss for the period		$	(59,~~706~~859)	$	(27,~~309~~637)	$	(~~227~~231,~~715~~868)
		Changes in operating assets and liabilities
			Increase (decrease) in accounts payable and
			Increase (decrease) in accounts payable and accrued liabilities		(3,166)		(3,400)		3,834
			accrued liabilities		5,670		2,250		12,670
	Net cash used in operating activities				(13,025)		(11,037)		(228,034)
	Net cash used in operating activities				(36)		(59)		(215,045)
	Cash flows from financing activities
		Capital stock issued			-		-		271,950
		Proceeds from sale of common stock			-		-		271,950
		Subscriptions collected			-		-		-
	Net cash from financing activities				-		-		271,950
	Cash flows used in investing activities
Cash increase (decrease) during the period					(13,025)		(11,037)		43,916
		Due from related party			-		-		-
	Net cash from investing activities				-		-		-
Cash increase (decrease) during the period					(36)		(59)		56,905
Cash beginning of the period					56,941		81,795		-
Cash end of the period				$	5643,~~905~~916	$	8170,~~736~~758	$	5643,~~905~~916
Supplemental of cash flow information:
Supplemental cash flow information:
		Interest paid		$	-	$	-	$	-
		Income taxes paid		$	-	$	-	$	-

The Accompanying Notes are an Integral Part of These Financial Statements.

F-4

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FLM MINERALS INC. ~~(An Exploration Stage Company) Notes to Financial Statements February 28, 2011 (Unaudited)~~

~~NOTE~~(An 1Exploration –Stage ~~BASIS OF PRESENTATION AND CONTINUANCE OF BUSINESS~~Company)

Notes to Financial Statements

May 31, 2011

(Unaudited)

NOTE 1- NATURE OF OPERATIONS

FLM Minerals Inc. (the “Company”) was incorporated in the State of Nevada on August 31, 2006. The Company’s principal business is the acquisition and exploration of mineral properties.

NOTE 2 – 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 ~~Regulation~~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, 2010 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 and six months ended ~~February~~May 2831, 2011 are not necessarily indicative of the results that may be expected for the year ending November 30, 2011.

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~~May 2831, 2011, the Company has never generated any revenues and has an accumulated loss of $~~227~~231,~~715~~868 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-5

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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 sole officer and director is 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~~May 2831, 2011

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.

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Since inception, we have used the proceeds from the private placement to fund our operations. No work had been done on the property we previously owned. 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 ~~February~~May 2831, 2011, 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~~May 2831, 2011, our total assets were $5643,~~905~~916 and our total liabilities were $123,~~670~~834.

Recent accounting pronouncements

We do not expect any recent accounting pronouncements to have an impact on ~~its~~our 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.

ITEM 4. CONTROLS AND PROCEDURES.

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

There were no changes in our internal control over financial reporting during the quarter ended ~~February~~May 2831, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

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

ITEM 6. EXHIBITS.

		Incorporated by reference
Exhibit	Document Description	Form	Date	Number	Filed herewith
3.1	Articles of Incorporation.	SB-2	07-12-07	3.1

3.2	Bylaws.	SB-2	07-12-07	3.2

4.1	Specimen Stock Certificate.	SB-2	07-12-07	4.1

10.1	Option Agreement	SB-2	07-12-07	10.1

14.1	Code of Ethics.	10-K	02/28/08	14.1

31.1	Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certification of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

99.1	Audit Committee Charter.	10-K	02/28/08	99.1

99.2	Disclosure Committee Charter.	10-K	02/28/08	99.2

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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 19th day of ~~April~~July, 2011.

	FLM MINERALS INC.

	BY:	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

		Incorporated by reference
Exhibit	Document Description	Form	Date	Number	Filed herewith
3.1	Articles of Incorporation.	SB-2	07-12-07	3.1

3.2	Bylaws.	SB-2	07-12-07	3.2

4.1	Specimen Stock Certificate.	SB-2	07-12-07	4.1

10.1	Option Agreement	SB-2	07-12-07	10.1

14.1	Code of Ethics.	10-K	02/28/08	14.1

31.1	Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certification of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

99.1	Audit Committee Charter.	10-K	02/28/08	99.1

99.2	Disclosure Committee Charter.	10-K	02/28/08	99.2

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Filing Compare · FLM Minerals Inc.