UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K~~

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

SECURITIES AND EXCHANGE COMMISSION

~~Commission~~Washington, ~~file number 000-53160 FLM MINERALS INC~~D. ~~(Exact~~ ~~name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) #14 - 8 No~~C. ~~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)~~20549

~~Indicate~~FORM ~~by check mark if the registrant is a well~~10-~~known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes No [X]~~K

~~Indicate~~[X] byANNUAL ~~check~~REPORT ~~mark~~PURSUANT ifTO ~~the~~SECTION ~~registrant~~13 isOR ~~not~~15(d) ~~required~~OF toTHE ~~file~~SECURITIES ~~reports~~EXCHANGE ~~pursuant~~ACT toOF ~~Section~~1934 13For orthe ~~15(d)~~fiscal ofyear ~~the~~ended ~~Act:~~November ~~[X]~~30, ~~Yes No [ ]~~2009

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 [ ] NoOR

~~Indicate~~[ by] ~~check~~TRANSITION ~~mark~~REPORT ifPURSUANT ~~disclosure~~TO ofSECTION ~~delinquent~~13 ~~filers~~OR ~~pursuant~~15(d) toOF ~~Item~~THE ~~405~~SECURITIES ofEXCHANGE ~~Regulations~~ACT ~~S-K~~OF is1934 ~~not~~For ~~contained herein, and will not be contained, to~~ the ~~best~~transition ofperiod ~~registrant’s~~from ~~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~~Commission byfile ~~check~~number ~~mark whether the registrant is a large accelerated filer, an accelerated filer, a non~~000-~~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.~~53160

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

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

(State ~~the~~or ~~aggregate~~other ~~market~~jurisdiction ~~value~~ of ~~the~~incorporation ~~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 of November 30, 2008: $0.00.~~organization)

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

#14 - 8 No. 58 Haidian Road

Haidian District

Beijing, China 100086

(Address of Principal Executive Offices, including zip code)

011 86 106261 6955

(Issuer’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:		Securities registered pursuant to section 12(g) of the Act:
None		Common Stock

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 required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ X] No [ ]

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

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 (§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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or 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 of 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 Exchange Act). Yes [X] 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 last sold, or the average bid and asked price of such common equity, as of November 30, 2009: $770,355.

The registrant had 6,906,300 shares of common stock outstanding as of February 25, 2010.

TABLE OF CONTENTS

PART I	Page

Item 1. Business.	3
Item 1A. Risk Factors.	3
Item 1B. Unresolved Staff Comments.	3
Item 2. Properties.	3
Item 3. Legal Proceedings.	4
Item 4. Submission of Matters to a Vote of Security Holders.	4

PART II

Item 5. Market For Common Stock and Related Stockholder Matters.	4
Item 6. Selected Financial Data	5
Item 7. Management’s Discussion and Analysis of Financial Condition or Plan of Operation.	5

PART III

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.	9
Item 8. Financial Statements and Supplementary Data.	10
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	19
Item 9A. Controls and Procedures	20
Item 9B. Other Information	21
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	22
Item 11. Executive Compensation	24
Item 12. Security Ownership of Certain Beneficial Owners and Management	26
Item 13. Certain Relationships and Related Transactions, and Director Independence	26

PART IV

Item 14. Principal Accountant Fees and Services.	26
Item 15. Exhibits, Financial Statement Schedules.	28

-2-

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~~ 14-8. ~~837~~No. ~~West~~58 ~~Hastings~~HaidianRoad, ~~Street~~HaidianDistric, ~~Vancouver~~Beijing, ~~British Columbia~~China, ~~Canada V6C 3N6~~100086.

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 four claims known as the ~~four~~New Dawn claims on October 18, 2006 pursuant to an agreement with Altair Minerals Inc., ~~Altair~~which right we terminated. Altair Minerals Inc. is not affiliated with us. The Company has been and is currently seeking mineral opportunities in China.

~~Our~~Employees ~~Agreement~~and Employment Agreements

OnAt ~~October 18~~present, ~~2006,~~ we ~~entered~~have ~~into~~no anfull-time ~~agreement~~employees. ~~with~~Our ~~Altair~~officers ~~Minerals~~and ~~Inc.~~directors ~~wherein~~are wepart-time ~~were~~employees ~~granted~~and ~~the~~each ~~exclusive~~will ~~right~~devote ~~and~~about ~~option~~10 tohours ~~acquire~~or an25% ~~undivided~~of ~~100%~~their ~~interest~~time inper ~~and~~week to ~~four~~our ~~mining~~operation. ~~claims~~Our ~~located~~officers inand ~~Elko~~directors ~~County~~do not have employment agreements with us. We presently do not have pension, ~~Nevada~~health, ~~which~~annuity, insurance, stock options, profit sharing or similar benefit plans; however, we ~~call~~may adopt plans in the ~~New~~future. ~~Dawn~~There ~~claims~~are presently no personal benefits available to our officers and directors. ~~Under~~Our ~~the~~officers ~~terms~~and directors will handle our administrative duties. As of ~~the~~November ~~agreement~~30, 2009, we ~~are~~have ~~obligated~~not looked for or talked to: any geologists or engineers who will perform work for us in the future.

1.	Pay cash totaling $50,000 as follows:
	a.	$5,000 on execution of agreement which has been paid.
	b.	$10,000 on or before October 18, 2007
	c.	$15,000 on or before October 18, 2008
	d.	$20,000 on or before October 18, 2009
2.	Issue 500,000 restricted shares of common stock as follows:
	a.	250,000 restricted shares of common stock on or before October 17, 2007
	b.	250,000 restricted shares of common stock on or before October 17, 2008
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%.

Other Activities

We are ~~responsible~~currently examining properties in China for possible exploration activities. As of the ~~payment~~date of ~~all~~this ~~fees~~report, ~~and~~we ~~assessments~~have ~~due~~not ~~the~~entered ~~Bureau~~into ofnegotiations ~~Land~~or ~~Management~~any ~~(“BLM”)~~agreements with anyone to acquire any additional properties.

~~The~~ITEM ~~agreement~~1A. ~~was~~RISK ~~terminated due to the non-payment of the cash and stock by the Company; however, we are attempting to renegoiate the terms.~~FACTORS

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

WeITEM ~~will be prospecting for gold with the goal of identifying mineralized material~~1B. ~~Mineralized~~UNRESOLVED ~~material~~STAFF ~~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.~~COMMENTS

~~-3-~~None.

WeITEM ~~intend to employ a systematic exploration program utilizing surface geochemistry, radiometric surveys and geologic mapping is proposed~~2. ~~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.~~PROPERTIES

AtWe ~~present,~~currently ~~the~~do ~~property~~not ~~should~~own beany ~~considered~~properties ~~undeveloped~~or ~~raw~~have ~~land.~~the ~~Work~~right to ~~date~~conduct ~~has~~exploration ~~only~~activities ~~included~~on ~~the~~any ~~staking of four contiguous lode claims and the required filing with both county and federal agencies~~property.

~~The following is our plan and milestones for exploration:~~-3-

~~The~~ITEM ~~exploration~~3. ~~work~~LEGAL ~~on this property should be conducted in two phases, with advancement to the second phase only upon successful completion of the first.~~PROCEEDINGS

~~PHASE~~ We 1are not presently a party to any litigation.

1ITEM 4. ~~Stake~~SUBMISSION anOF ~~additional~~MATTERS 20TO ~~claims,~~A ~~adjoining~~VOTE toOF ~~the~~SECURITY ~~north of the existing claims (in a 2 x 10 matrix); according to BLM records, this ground is unclaimed at present.~~HOLDERS

2.During ~~If possible, obtain~~ the ~~data~~fourth ~~collected during previous exploration campaigns if any~~quarter, ~~from~~there ~~their~~were ~~respective~~no ~~operators.~~matters ~~Establish~~submitted ~~the~~to ~~provenance~~a vote of ~~this~~our ~~data, verify it, and if suitable, digitize and transfer all available exploration data onto a base map~~shareholders.

3.PART ~~Carry out lithologic, structural, and alteration mapping, with particular focus on the Eocene rhyolite dike and the adjacent Palaeozoic rocks.~~II

4.ITEM ~~Carry out geochemical soil and rock-chip sampling~~5. ~~Analyses~~MARKET ~~should~~FOR ~~include~~COMMON ~~gold,~~STOCK ~~its~~AND ~~pathfinder~~RELATED ~~elements~~STOCKHOLDER ~~(As, Sb, Hg, Tl), and elements associated with oilfield/basin brines (i.e., B, Br, F, I, Pb, Zn, V).~~MATTERS

5.Our ~~Conduct~~stock awas ~~CSAMT~~listed ~~(Controlled~~for ~~Source~~trading ~~Audio-frequency~~on ~~MagnetoTellurics~~the Bulletin Board operated the Financial Industry Regulatory Authority (FINRA) ~~geophysical~~on ~~survey~~June ~~along~~25, ~~profiles~~2007 ~~across~~under the ~~entire~~symbol ~~property,~~“FLMS”. There ~~and~~are ifno ~~possible~~outstanding options or warrants to purchase, onor ~~the~~securities ~~newly~~convertible ~~staked~~into, ~~claims~~our common stock.

6. Review results of Phase 1 work, and, if warranted, select and prioritize targets for drilling.

Fiscal Year
2009		High Bid	Low Bid
	Fourth Quarter 9-01-09 to 11-30-09	$0.10	$0.10
	Third Quarter 6-01-09 to 8-31-09	$0.10	$0.10
	Second Quarter 3-01-09 to 5-31-09	$0.10	$0.10
	First Quarter 12-01-08 to 2-28-09	$0.10	$0.10

Fiscal Year
2008		High Bid	Low Bid
	Fourth Quarter 9-01-08 to 11-30-08	$1.10	$0.51
	Third Quarter 6-01-08 to 8-31-08	$1.35	$0.60
	Second Quarter 3-01-08 to 5-31-08	$1.40	$0.60
	First Quarter 12-01-07 to 2-28-08	$2.00	$0.50

~~Contingent on a review of the results of Phase 1 and approval by an independent qualified person, the project should continue to Phase 2.~~Holders

~~PHASE~~On 2November 30, 2009, we had 65 shareholders of record of our common stock.

1.Dividend 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.Policy

~~-4-~~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.

~~Cost Estimates~~-4-

Estimated Budget
PHASE 1
Additional claim staking and recording	$	5,000
Digitizing data and transfer to base maps	$	5,000
Lithologic and structural mapping, sampling	$	5,000
Geochemical soil and rock chip survey, and analyses	$	10,000
Geophysical survey (CSAMT)	$	20,000
Independent consultants, supervision, and reports	$	5,000
Total Phase 1	$	50,000
PHASE 2
Core or Reverse Circulation drilling (3000 ft)	$	60,000
Sampling and assays	$	10,000
Independent consultants, supervision, and reports	$	20,000
Contingencies	$	20,000
Total Phase 2	$	110,000

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

WeOur ~~estimate~~shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that ~~Phase~~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 ~~will~~or ~~take~~annual ~~approximately~~income ~~six~~exceeding ~~months~~$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 ~~Phase~~have 2received ~~will~~the ~~take~~purchaser's ~~approximately~~written ~~eight~~agreement ~~months~~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.

~~Upon~~Section ~~completion~~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 ~~new~~dealers ~~agreement~~pread and broker/dealer compensation; the broker/dealer compensation, the ~~Company~~broker/dealers ~~will~~duties ~~schedule~~to its customers, including the ~~Phase~~disclosures Irequired ~~work~~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.

~~Government~~Securities ~~Regulation~~Authorized for Issuance Under Equity Compensation Plans

~~Our~~We ~~mineral~~have ~~exploration~~no ~~program~~equity iscompensation ~~subject~~plans toand ~~the~~accordingly ~~regulations~~we ofhave ~~the~~no ~~Bureau~~shares ofauthorized ~~Land~~for ~~Management~~issuance under an equity compensation plan.

~~The~~ITEM 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 Interior6. ~~Obtaining~~SELECTED ~~permits~~FINANCIAL 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.DATA

~~Rental~~ We ~~Fee~~are ~~Requirement~~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.

~~The~~ITEM ~~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~~7. ~~All~~MANAGEMENT’S ~~claimants~~DISCUSSION ~~must~~AND ~~pay~~ANALYSIS aOF ~~yearly~~FINANCIAL ~~maintenance~~CONDITION ~~fee~~AND ofRESULTS ~~$125~~OF ~~per claim for all or part of the mining claim assessment year~~OPERATIONS. 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

This section of this report includes a number of forward-5looking 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.

ofOur ~~the~~auditors ~~maintenance~~have ~~fee~~issued ~~for~~a ~~assessment~~going ~~years~~concern ~~after~~opinion. ~~the~~This ~~year~~means inthat ~~which~~there is substantial doubt that we can continue as an on-going business for the ~~claim~~next ~~was~~twelve ~~located~~months unless we obtain additional capital to pay our bills. WeThis dois because we have not ~~qualify~~generated ~~for~~any arevenues ~~Small~~and ~~Miner~~no ~~Exemption~~revenues are anticipated until we begin removing and selling minerals. ~~The~~Accordingly ~~following~~we ~~sets~~when ~~out~~we need capital, we must raise cash from sources other than the ~~BLM~~sale ~~fee~~of ~~schedule:~~minerals.

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

-5-

~~The~~ Our ~~BLM~~officers ~~regulations~~and ~~provide~~directors ~~for~~are ~~three~~unwilling ~~types~~to ofmake ~~operations~~any oncommitment ~~public~~to ~~lands:~~loan 1us any money at this time. ~~Casual~~At ~~Use~~the ~~level~~present time, 2we have not made any arrangements to raise additional cash. ~~Notice~~If ~~level~~we need additional cash and 3can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. ~~Plan~~Other ofthan ~~Operation~~as ~~level~~described in this paragraph, we have no other financing plans. Our success or failure will be determined by what we find under the ground.

1.We ~~Casual~~are ~~Use~~a 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. Smallstart-~~scale mining devices such as dry washers having engines with less than 10 brake-horsepower are allowed~~up, ~~provided~~exploration ~~they~~stage ~~are~~corporation ~~fed~~and ~~using~~have ~~only hand tools. Casual Use level operations are~~ not ~~required~~yet togenerated ~~file~~or anrealized ~~application~~any torevenues ~~conduct~~from ~~activities~~our orbusiness ~~post a financial guarantee~~operations.

2.We ~~Notice~~do ~~level~~not ~~operations~~own ~~include~~an ~~only~~interest ~~exploration activities~~ in ~~which~~any ~~five or less acres of disturbance are proposed~~property. ~~Presently, all Notice Level operations require a written notice~~ and ~~must~~have bemoved ~~bonded~~our ~~for~~principal ~~all~~focus ~~activities~~to ~~other~~seeking ~~than~~opportunities ~~reclamation~~in China.

3.If ~~Plans~~we offind ~~Operation~~mineralized ~~activities~~material ~~include~~and ~~all~~it ~~mining~~is ~~and~~economically ~~processing~~feasible ~~(regardless~~to ofremove the ~~size~~mineralized ofmaterial, ~~the~~we ~~proposed~~will ~~disturbance),~~attempt ~~plus~~to ~~all~~raise ~~other~~additional ~~activities~~money ~~exceeding~~through ~~five~~a ~~acres~~subsequent ofprivate ~~proposed~~placement, public ~~land~~offering ~~disturbance~~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.

~~Operators~~If we are ~~encouraged~~unable to ~~conduct~~complete aany ~~thorough~~phase ~~inventory~~ of ~~the~~exploration ~~claim~~because towe ~~determine~~don’t ~~the~~have ~~full~~enough ~~extent~~money, ofwe ~~any~~will ~~existing~~cease ~~disturbance~~activities ~~and~~until towe ~~meet~~raise ~~with~~more ~~field office personnel at the site before developing an estimate~~money. ~~The~~If ~~inventory~~we ~~should~~cease ~~include~~activities, ~~photographs~~we ~~taken~~do ~~"before"~~not ~~and~~have ~~"after"~~future ~~any~~plans ~~mining~~for ~~activity~~our company.

IfWe ando ~~operator~~not ~~constructs~~intend ~~access~~to orhire ~~uses~~additional anemployees ~~existing~~at ~~access~~this ~~way~~time. ~~for~~All anwork ~~operation~~will ~~and~~be ~~would~~conducted ~~object~~by tounaffiliated ~~BLM~~independent ~~blocking~~contractors that we will hire. The independent contractors will be responsible for surveying, ~~removing~~geology, orengineering, ~~claiming~~exploration, ~~that~~and ~~access,~~excavation. ~~then~~The geologists will evaluate the information ~~operator~~derived ~~must~~from ~~post~~the aexploration ~~financial~~and ~~guarantee~~excavation ~~that~~and ~~covers~~the engineers will advise us on the ~~reclamation~~economic feasibility of removing the ~~access~~mineralized material.

~~Concurrence~~Results 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.~~Operations

~~-6-~~From Inception on August 31, 2006 to November 30, 2009

~~Mining~~We ~~Claims~~entered Oninto ~~State~~an ~~Land~~option agreement to purchase the New Dawn property comprised of four twenty acre mining claims.

The ~~Nevada~~agreement ~~law~~with ~~authorizing~~Altair ~~location~~Minerals ofInc. ~~claims on State Lands~~ was ~~repealed in 1998~~terminated. ~~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~~raised ~~secure all necessary permits for exploration and~~$271,890 ifin ~~development~~a isprivate ~~warranted~~placement onpursuant 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.~~Regulation ~~All~~S ~~holes, pits and shafts will be sealed upon abandonment~~ of the ~~property.~~Securities ItAct ~~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 standpoint1933.

WeSince ~~are~~inception, inwe ~~compliance~~have ~~with~~used ~~all~~the ~~laws~~proceeds ~~and~~from ~~will~~the ~~continue~~private placement to ~~comply~~fund ~~with~~our ~~the~~operations. ~~laws~~No inwork had been done on the ~~future~~property as at November 30, 2009. WeManagement ~~believe~~has ~~that~~evaluated ~~compliance~~two ~~with~~potentially ~~the~~larger ~~laws~~and ~~will~~presumably ~~not~~more ~~adversely~~financeable ~~affect~~prospects in Mainland China. Based on our ~~business~~evaluations, neither ~~operations~~has been acquired.

~~We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the property.~~-6-

~~Exploration~~Limited ~~stage~~Operating ~~companies~~History; ~~have~~Need nofor ~~need~~Additional 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.Capital

~~Employees~~There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and ~~Employment~~have ~~Agreements~~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.

AtTo ~~present,~~become weprofitable ~~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 pensioncompetitive, ~~health, annuity, insurance, stock options, profit sharing or similar benefit plans; however,~~ we ~~may~~must ~~adopt~~conduct ~~plans~~research ~~in the future. There are presently no personal benefits available to our officers~~ and ~~directors.~~exploration ~~Our officers and directors will handle our administrative duties. As~~ of ~~November~~a ~~30,~~property ~~2008,~~before we ~~have~~start ~~not~~production ~~looked~~of ~~for or talked to~~ any ~~geologists~~minerals orwe ~~engineers~~may ~~who~~find ~~will perform work for us in the future~~.

~~Other~~We ~~Activities~~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.

WeLiquidity ~~are~~and ~~currently~~Capital 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.Resources

~~ITEM~~As ~~1A.~~of ~~RISK~~the ~~FACTORS~~date of this report, we have yet to generate any revenues from our business operations.

We ~~are~~issued a6,906,300 ~~smaller~~shares ~~reporting~~of ~~company~~common asstock ~~defined~~pursuant byto ~~Rule~~the ~~12b-2~~exemption from registration contained in Regulation S of the ~~Exchange~~Securities Act ~~and~~of ~~are~~1933. ~~not~~This ~~required~~was toaccounted ~~provide~~for ~~the~~as ~~information~~a ~~under~~purchase ~~this~~of ~~item~~shares of common stock.

-As of November 30, 2009, our total assets were $81,795 and our total liabilities were $7-,100

~~ITEM~~Recent ~~1B.~~accounting ~~UNRESOLVED STAFF COMMENTS~~pronouncements

~~None~~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.

~~ITEM~~On 2December 4, 2007, the FASB issued SFAS No. ~~PROPERTIES~~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.

~~Claims~~-7-

~~The~~ In ~~following~~April is2008, athe ~~list~~FASB issued Staff Position FAS 142-3, Determination of the ~~New~~Useful ~~Dawn~~Life ~~claims~~of asIntangible ~~filed~~Assets ~~with~~(“FSP ~~Bureau~~FAS 142-3”) which amends the factors an entity should consider in developing renewal or extension assumptions used to determine the useful life of ~~Land~~a ~~Management~~recognized intangible asset under FAS No. 142, ~~hereinafter~~Goodwill ~~the~~and Other Intangible Assets (“~~BLM,~~FAS No. 142”). ~~showing~~FSP ~~the~~FAS ~~claim~~142-3 ~~name,~~applies ~~BLM~~to ~~claim~~intangible ~~number,~~assets ~~Elko~~that ~~County~~are ~~document~~acquired ~~number,~~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 ~~expiration~~existing ~~date~~terms ~~for~~and conditions associated with the ~~claim~~asset. ~~All~~Instead, ~~claims~~FSP ~~are~~FAS ~~located~~142-3 requires that an entity consider its own experience in ~~Elko~~renewing ~~County~~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, ~~Nevada~~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.

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

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.

~~Each~~In ~~claim~~April ~~measures~~2009, ~~600~~the ~~feet~~FASB byissued 1FSP FAS 157-4,~~500~~ ~~feet~~"Determining Fair Value When Volume and ~~covers~~Level 20of ~~acres~~Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" (FSP 157-4). ~~Total~~FSP ~~land~~157-4 ~~position~~provides guidance on how to determine the fair value of assets and liabilities when the volume and level of activity for the asset/liability has significantly decreased. FSP 157-4 also provides guidance on identifying circumstances that indicate a transaction is 80not ~~acres~~orderly. In addition, FSP 157-4 requires disclosure in interim and annual periods of the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques. We have not yet determined the effect, if any, of the adoption of this statement on our financial condition or results of operations.

In ~~order~~April to2009, ~~keep~~ the ~~New~~FASB ~~Dawn~~issued ~~claims~~FSP inFAS ~~good~~115-2 ~~standing~~and FAS 124-2, a"Recognition ~~claim~~and ~~maintenance~~Presentation ~~fee~~of inOther-Than-Temporary Impairment" (FSP 115-2/124-2). FSP 115-2/124-2 amends the ~~amount~~requirements for the recognition and measurement of ~~US$125~~other-than-temporary impairments for debt securities by modifying the pre-existing "intent and ability" indicator.00 ~~per~~Under FSP ~~claim~~115-2/124-2, ~~must~~another-than-temporary beimpairment ~~paid~~is bytriggered uswhen there is intent to sell the ~~BLM~~security, ~~each~~it ~~year~~is onmore orlikely ~~before~~than ~~September~~not 1.that ~~This~~the ~~per~~security ~~claim~~will ~~maintenance~~be ~~fee~~required isto ~~due~~be nosold ~~later~~before ~~than~~recovery, ~~September~~or 1.the ~~There~~security is nonot ~~grace~~expected ~~period~~to ~~for~~recover ~~fee~~the ~~payment.~~entire Weamortized ~~will~~cost ~~not~~basis ~~cause~~of the ~~claims~~security. toAdditionally, ~~expire~~FSP as115-2/124-2 achanges ~~result~~the presentation of ~~not~~another-than-temporary ~~paying~~impairment in the ~~required~~income ~~maintenance~~statement ~~fees~~for those impairments involving credit losses. InThe ~~the~~credit ~~event~~loss ~~that~~component ~~our~~will ~~exploration~~be ~~program~~recognized ~~does~~in ~~not~~earnings ~~locate~~and ~~mineralization~~the remainder of ~~interest,~~the weimpairment will ~~terminate~~be ~~our~~recorded ~~agreement~~in ~~with~~other ~~Altair~~comprehensive ~~Minerals~~income. ~~Inc~~The adoption of this statement is not expected to have a material effect on the Company's financial statements.

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.-8-

~~Location~~In April 2009, the FASB issued FSP FAS 107-1 and ~~Access~~APB 28-1, "Interim Disclosure about Fair Value of Financial Instruments" (FSP 107-1/APB 28-1). FSP 107-1/APB 28-1 requires interim disclosures regarding the fair values of financial instruments that are within the scope of FAS 107, "Disclosures about the Fair Value of Financial Instruments." Additionally, FSP 107-1/APB 28-1 requires disclosure of the methods and significant assumptions used to estimate the fair value of financial instruments on an interim basis as well as changes of the methods and significant assumptions from prior periods. FSP 107-1/APB 28-1 does not change the accounting treatment for these financial instruments. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

~~The~~In ~~New Dawn property is located in Elko County~~May 2009, in the ~~Tuscarora~~FASB ~~Mountains~~issued ofSFAS ~~north-central Nevada~~No. 165, ~~The~~“Subsequent ~~property~~Events” is(“SFAS ~~about~~165”), 45which ~~miles~~sets ~~northwest~~forth ofgeneral ~~the~~standards ~~town~~ of ~~Elko,~~accounting ~~Nevada.~~for ~~Elko~~and isdisclosure ~~the~~of ~~countyseat~~events ofthat ~~Elko~~occur ~~County~~after ~~and~~the ~~lies~~balance onsheet ~~Interstate~~date ~~Highway~~but ~~I-80~~before ~~about~~financial ~~halfway~~statements ~~between~~are ~~Reno,~~issued ~~Nevada,~~or ~~and~~are ~~Salt~~available ~~Lake~~to ~~City,~~be ~~Utah~~issued. ~~The~~SFAS ~~New~~165 ~~Dawn~~became ~~property~~effective ~~is located~~ in ~~Section~~the 4third quarter of ~~Township~~2009 ~~39 North, Range 50 East, Mount Diablo Base~~ and ~~Meridian.~~did ~~The~~not ~~property~~have isa ~~comprised~~material ofimpact ~~four~~on ~~unpatented~~our ~~lode~~Consolidated ~~mining~~Financial ~~claims, with each claim covering approximately 20 acres~~Statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”), which amends FASB Interpretation No. 46(revised December 2003) to address the elimination of the concept of a qualifying special purpose entity. SFAS 167 also replaces the quantitative-8-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, SFAS 167 provides more timely and useful information about an enterprise’s involvement with a variable interest entity. SFAS 167 will become effective in the first quarter of 2010. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.

~~From~~In ~~Reno~~June 2009, ~~Nevada, access to~~ the ~~New~~FASB ~~Dawn~~issued ~~property~~SFAS isNo. 168, by“The ~~Interstate~~FASB ~~Freeway~~Accounting ~~I-80~~Standards ~~east~~CodificationTM ~~for~~and the ~~about~~Hierarchy ~~280~~of ~~miles~~Generally toAccepted ~~Elko~~Accounting ~~(Exit 301 on I-80)~~Principles, ~~then~~a ~~north~~replacement onof ~~paved~~FASB ~~State~~Statement ~~Highway~~No. 162” ~~225~~(“SFAS ~~for about 26 miles~~168”), ~~then~~which ~~northwest~~establishes onthe ~~paved~~FASB ~~State~~Accounting ~~Highway~~Standards ~~226,~~Codification ~~and~~as ~~then~~the ~~turning~~source ~~off~~of toauthoritative ~~the~~accounting ~~west~~principles ~~onto~~recognized by the ~~county~~FASB ~~maintained~~to ~~gravel~~be ~~road~~applied ~~SSR18~~in ~~that heads toward~~ the ~~historic~~preparation ~~mining town~~ of ~~Tuscarora.~~financial ~~After~~statements ~~about~~in ~~six~~conformity ~~miles~~with ~~this~~generally ~~gravel~~accepted ~~road~~accounting ~~turns due south~~principles. ~~After~~SFAS ~~heading~~168 ~~due~~explicitly ~~south~~recognizes ~~about~~rules ~~one mile, turn onto a secondary gravel road heading due west for about four miles past the Quarter Circle S Ranch~~ and ~~along~~interpretive ~~the~~releases ~~north side~~ of ~~McCann~~the ~~Creek~~Securities ~~past Battle Mountain~~ and ~~Beard~~Exchange ~~Hill~~Commission to(“SEC”) under afederal ~~Y-junction~~securities ~~where~~laws ~~Berry~~as ~~Creek~~authoritative ~~joins~~GAAP ~~McCann Creek. Take the north fork heading uphill to the west and north~~ for ~~about~~SEC 2registrants.5 ~~miles,~~SFAS to168 awill ~~Y-junction.~~become ~~Take~~effective in the ~~west~~fourth ~~fork~~quarter ~~onto~~of a2009 ~~dirt track that heads northwest~~ and ~~then~~will ~~curves~~require to the ~~southwest~~Company ~~then~~to ~~southeast,~~update ~~and~~all ~~eventually~~existing ~~heads~~GAAP ~~south~~references ~~along~~to ~~a ridge top, passing through~~ the ~~New~~new ~~Dawn~~codification ~~property~~references ~~after~~for ~~about~~all ~~2.5~~future ~~miles~~filings.

~~-9-~~ ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~MAP~~We 1are 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.

-109-

~~MAP~~ITEM 28. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

~~-11-~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Physiography~~To the Board of Directors

~~The~~FLM ~~climate in this part of Nevada is typical of the high desert country of the American southwest~~Minerals, ~~with hot summers, cold winters and generally dry conditions~~Inc. Temperature variations recorded for the area extend from a minimum of –40o F to a maximum of 108o F, with average temperatures of 16o F in winter and 84o F 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~~(an inexploration ~~this~~stage 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.company)

~~Water is in relatively short supply~~Beijing, 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.China

~~The~~We ~~New~~have ~~Dawn~~audited ~~property~~the isaccompanying inbalance ~~moderately~~sheet ~~steep terrain, on a north-south trending ridge~~ of ~~the~~FLM ~~northern Tuscarora Mountains~~Minerals, ~~with Mount Blitzen (el~~Inc. ~~8,130 ft~~(“FLM”) ~~located~~as ~~about~~of ~~five~~November ~~miles~~30, to2009 ~~the~~and ~~northeast. The north-south trending ridge is between~~ the ~~headwaters~~related statements of ~~Berry~~operations, ~~and~~stockholders’ ~~Lewis Creeks~~equity, ~~see~~and ~~Figure.2.~~cash ~~Within~~flows for the ~~New~~year ~~Dawn~~ended ~~property,~~November ~~elevations range from 7~~30,~~480~~ ft2009 atand for the ~~ridge~~period ~~top,~~from ~~sloping~~August ~~down to 6~~31,~~920~~ ft2006 in(inception) ~~the~~through ~~eastern~~November ~~gullies draining into Berry Creek~~30, ~~and~~2009. ~~sloping~~Amounts ~~down~~relating to ~~7,200 ft in~~ the ~~western~~period from ~~gullies~~inception ~~draining~~through ~~into~~November ~~Lewis~~30, ~~Creek.~~2008 ~~Further~~were toaudited ~~the~~by ~~east~~other auditors, ~~Berry~~whose ~~Creek~~report ~~joins~~appears ~~McCann~~herein. These ~~Creek,~~financial ~~which~~statements ~~eventually~~are ~~joins~~ the ~~South~~responsibility ~~Fork~~ of ~~the~~FLM. ~~Owyhee~~Our ~~River.~~responsibility ~~Further~~is to ~~the~~express ~~west,~~an ~~Lewis~~opinion ~~Creek~~on ~~joins~~these ~~other~~financial ~~creeks~~statements ~~that~~based ~~eventually~~on ~~drain~~our ~~into the Humboldt River~~audit.

~~Elko~~We isconducted ~~located~~our onaudit in accordance with standards of the ~~Humboldt~~Public ~~River,~~Company ~~which~~Accounting ~~has~~Oversight ~~I-80~~Board (United States). Those standards require that we plan and aperform ~~transcontinental~~the ~~railway~~audit ~~along~~to ~~its~~obtain ~~course~~reasonable ~~through~~assurance ~~northern~~about ~~Nevada~~whether the financial statements are free of material misstatements. ~~Elko~~FLM is ~~the~~not ~~county~~required ~~seat~~to ~~and~~have, ~~has~~nor awere ~~regional~~we ~~airport~~engaged ~~with~~to ~~helicopter~~perform, an ~~services~~audit ~~available.~~of ~~Numerous~~its ~~drilling~~internal ~~companies~~control ~~operate~~over ~~out~~financial reporting. Our audit included consideration of ~~Elko.~~internal Incontrol ~~general,~~over ~~Elko~~financial isreporting ~~the~~as ~~service~~a ~~center~~basis for ~~large~~designing ~~mining~~audit ~~operations~~procedures that are appropriate in the ~~Carlin~~circumstances, ~~trend~~but ~~and~~not for the ~~Jerritt~~purpose ~~Canyon~~of ~~district~~expressing an opinion on the effectiveness of FLM’s internal control over financial reporting. ~~Given~~Accordingly, ~~all~~we express no such opinion. An audit includes examining, on a test basis, evidence supporting the ~~mining~~amounts ~~activity~~and disclosures in the ~~Elko~~consolidated ~~region,~~financial statements. itAn isaudit ~~anticipated~~also ~~that~~includes ~~sufficient~~assessing ~~infrastructure~~the ~~and~~accounting ~~manpower~~principles ~~would~~used beand ~~available~~significant ~~locally~~estimates tomade ~~support~~by amanagement, ~~mining~~as ~~operation~~well atas evaluating the ~~New~~overall ~~Dawn~~consolidated ~~property~~financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

~~Property~~In ~~Geology~~our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FLM as of November 30, 2009, and the results of its operations and its cash flows for the year ended and for the period from August 31, 2006 (inception) through November 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

~~Three~~The ofaccompanying ~~the~~consolidated ~~regional~~financial ~~rock~~statements ~~units~~have ~~outcrop~~been prepared assuming that FLM will continue as a going concern. As discussed in Note 1 to the ~~immediate~~financial ~~vicinity~~statements, ofFLM ~~the~~has ~~New~~suffered ~~Dawn~~recurring ~~property:~~losses 1)from ~~upper~~operations, ~~plate~~which ~~Palaeozoic~~raises ~~rocks;~~substantial 2)doubt ~~Tertiary~~about ~~volcanics;~~its ~~and~~ability 3)to ~~contemporaneous~~continue ~~and~~as ~~younger~~a ~~dikes~~going concern. InManagement’s ~~addition,~~plans ~~there~~regarding those matters are ~~unconsolidated~~described 4)in ~~Quaternary~~Note ~~surficial~~1. ~~deposits~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~-12-~~MALONEBAILEY, LLP

~~Mineralization~~MaloneBailey, LLP

~~The mineralization is indicative of an epithermal system which may represent the top of a hydrothermal plume of mineralizing fluids~~www.malone-bailey.com

~~History~~Houston, ~~of Previous Work~~Texas

~~There~~February is26, ~~no evidence of previous exploration on the property that we are aware of at this time.~~2010

~~ITEM 3. LEGAL PROCEEDINGS~~-10-

WeKEMPISTY ~~are~~& ~~not presently a party to any litigation.~~COMPANY

~~ITEM~~CERTIFIED 4.PUBLIC ~~SUBMISSION~~ACCOUNTANTS, ~~OF MATTERS TO A VOTE OF SECURITY HOLDERS~~P.C.

~~During~~15 ~~the~~MAIDEN ~~fourth~~LANE ~~quarter,~~- ~~there~~SUITE ~~were~~1003 no- ~~matters~~NEW ~~submitted~~YORK, toNY a10038 ~~vote~~- ofTEL ~~our~~(212) ~~shareholders.~~406-7272 - FAX (212) 513-1930

~~PART~~REPORT IIOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~ITEM~~ To 5the Shareholders of FLM Minerals Inc. (An ~~MARKET~~Exploration ~~FOR~~Stage ~~COMMON~~Company) We ~~STOCK~~have ~~AND~~audited ~~RELATED~~the ~~STOCKHOLDER~~accompanying ~~MATTERS~~balance sheet 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. These financial statements are the responsibility of the company management. Our responsibility is to express an opinion on these financial statements based on our audit. 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 then ended. 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.

~~Our~~KEMPISTY ~~stock~~& ~~was~~COMPANY ~~listed~~CPAs 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.PC

Fiscal Year
2008		High Bid		Low Bid
Fourth Quarter 9-01-08 to 11-30-08	$	1.10	$	0.51
Third Quarter 6-01-08 to 8-31-08	$	1.35	$	0.60
Second Quarter 3-01-08 to 5-31-08	$	1.40	$	0.60
First Quarter 12-01-07 to 2-28-08	$	2.00	$	0.50
Fiscal Year
2007		High Bid		Low Bid
Fourth Quarter 9-01-07 to 11-30-07	$	0.00	$	0.00
Third Quarter 6-01-07 to 8-31-07	$	0.00	$	0.00
Second Quarter 3-01-07 to 5-31-07	$	0.00	$	0.00
First Quarter 12-01-06 to 2-28-07	$	0.00	$	0.00

Kempisty & Company

~~-13-~~Certified Public Accountants PC

~~Holders~~New York, New York

OnFebruary ~~November 30~~25, ~~2008, we had 48 shareholders of record of our common stock.~~2009

~~Dividend Policy~~-11-

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.

FLM MINERALS INC.
(An Exploration Stage Company)
Balance Sheets
(Expressed in US Dollars)



			November 30,		November 30,
			2009		2008

Assets
Current Assets
	Cash	$	81,795	$	103,799
Total Assets		$	81,795	$	103,799

Liabilities and Stockholders' Equity
Current Liabilities
	Accounts payable and accrued liabilities	$	7,100	$	6,200
Total Liabilities			7,100		6,200

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		(197,255)		(174,351)
Total Stockholders' Equity			74,695		97,599
Total Liabilities and Stockholders' Equity		$	81,795	$	103,799

~~Section~~The ~~15(g)~~Accompanying ofNotes ~~the~~are ~~Securities~~an ~~Exchange~~Integral ~~Act~~Part of ~~1934~~These Financial Statements

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 $F-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.-12-

Securities Authorized for Issuance Under Equity Compensation Plans

FLM MINERALS INC.
(An Exploration Stage Company)
Statements of Operations
(Expressed in US Dollars)


`							Period
							From
	Year						August 31, 2006
	Ended						(Date of Inception)
	November 30,			November 30,			to November 30,
	2009			2008			2009

Expenses
General and administrative	$	2,763		$	54,239		$	86,317
Mineral property costs (Note 3)		-			-			25,227
Professional fees		20,141			23,542			85,711
Total expenses		22,904			77,781			197,255
Net loss for the period	$	(22,904	)	$	(77,781	)	$	(197,255	)

Net loss per share
Basic and diluted	$	(0.00	)	$	(0.01	)

Weighted average number of shares
outstanding - basic and diluted		6,906,300			6,906,300

WeThe ~~have~~Accompanying noNotes ~~equity~~are ~~compensation~~an ~~plans~~Integral ~~and~~Part ~~accordingly~~of weThese ~~have~~Financial ~~no shares authorized for issuance under an equity compensation plan.~~Statements

~~ITEM 6. SELECTED FINANCIAL DATA~~F-2

~~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.~~13-

-14-

FLM MINERALS INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)


								Period
								From
				Year				August 31, 2006
				Ended				(Date of Inception)
				November 30,		November 30,		to November 30,
				2009		2008		2009
Cash flows used in operating activities				-		-		-
	Net loss for the period		$	(22,904)	$	(77,781)	$	(197,255)
	Changes in operating assets and liabilities
		Increase (decrease) in accounts payable and accrued liabilities		900		100		7,100
Net cash used in operating activities				(22,004)		(77,681)		(190,155)

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				(22,004)		(77,681)		81,795
Cash beginning of the period				103,799		181,480		-
Cash end of the period			$	81,795	$	103,799	$	81,795

Supplemental of cash flow information
	Interest paid		$	-	$	-	$	-
	Income taxes paid		$	-	$	-	$	-

~~ITEM~~The 7.Accompanying ~~MANAGEMENT’S~~Notes ~~DISCUSSION~~are ~~AND~~an ~~ANALYSIS~~Integral OFPart ~~FINANCIAL~~of ~~CONDITION~~These ~~AND~~Financial ~~RESULTS OF OPERATIONS.~~Statements

~~This section of this report includes a number of forward~~F-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.3

~~We are a start~~-~~up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.~~14-

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.

FLM Minerals Inc.
(An Exploration Stage Company)
Statements of Changes in Stockholders’ Equity
From period August 31, 2006 (inception) through November 30, 2009


					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 ended November 30, 2009	-		-		-		-		(22,904)		(22,904)
Balance at November 30, 2009	6,906,300	$	69	$	271,881	$	-	$	(197,255)	$	74,695

ToThe ~~meet~~Accompanying ~~our~~Notes ~~need~~are ~~for~~an ~~cash~~Integral wePart 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~~These ~~property,~~Financial ~~we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.~~Statements

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.F-4

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.-15-

WeFLM ~~will~~Minerals ~~be conducting research in the form of exploration of the property~~Inc. 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(An doExploration ~~not~~Stage ~~intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.~~Company)

~~-15-~~Notes to Financial Statements

IfNovember ~~we are unable to complete any phase of exploration because we don’t have enough money~~30, 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.2009

WeNOTE do1 ~~not~~– ~~intend~~NATURE toOF ~~hire~~OPERATIONS ~~additional~~AND ~~employees~~GOING 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.CONCERN

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

~~From~~Going ~~Inception on August 31, 2006 to November 30, 2008~~concern

WeThe ~~entered~~accompanying ~~into~~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, 2009, the Company has never generated any revenues and has an ~~option~~accumulated ~~agreement~~loss of $197,255 since inception. These factors raise substantial doubt regarding the Company’s ability to ~~purchase~~continue as a going concern. These interim financial statements do not include any adjustments to the ~~New~~recoverability ~~Dawn~~and ~~property~~classification ~~comprised~~of recorded asset amounts and classification of ~~four~~liabilities ~~twenty~~that ~~acre~~might ~~mining~~be ~~claims~~necessary should the Company be unable to continue as a going concern.

WeNOTE ~~are~~2 ~~negotiating~~– ~~with~~SUMMARY ~~Altair~~OF ~~Minerals~~SIGNIFICANT ~~Inc.~~ACCOUNTING ~~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.~~POLICIES

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

~~Since~~The ~~inception,~~preparation weof ~~have~~financial ~~used~~statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~proceeds~~reported ~~from~~amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~private~~date ~~placement~~of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to ~~fund~~donated ~~our~~expenses ~~operations~~and deferred income tax asset valuation allowances. NoThe ~~work~~Company ~~has~~bases ~~been~~its ~~done~~estimates and assumptions on ~~the~~current ~~property~~facts, ashistorical atexperience ~~November~~and 30various other factors that it believes to be reasonable under the circumstances, ~~2008.~~the ~~Management~~results ~~has~~of ~~evaluated~~which ~~two~~form ~~potentially~~the ~~larger~~basis for making judgments about the carrying values of assets and ~~presumably~~liabilities and ~~more~~the ~~financeable~~accrual ~~prospects~~of incosts ~~Mainland~~and ~~China~~expenses that are not readily apparent from other sources. ~~Based~~The onactual ~~our~~results ~~evaluations~~experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, ~~neither~~future ~~has~~results ~~been~~of ~~acquired~~operations will be affected.

~~Our~~Earnings ~~Proposed~~(Loss) ~~Exploration~~Per ~~Program~~Share

WeThe ~~will~~Company becomputes ~~prospecting~~earnings ~~for~~(loss) ~~gold~~per share in accordance with Accounting Standards Codification 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings per share on the ~~goal~~face of ~~identifying~~the ~~mineralized~~income ~~material~~statement. ~~Mineralized~~Basic ~~material~~EPS is acomputed ~~mineralized~~by ~~body~~dividing ~~which~~earnings ~~has~~(loss) ~~been~~available ~~delineated~~to common shareholders (numerator) by ~~appropriate~~the weighted ~~spaced~~average ~~drilling~~number orof ~~underground~~shares ~~sampling~~outstanding (denominator) during the period. Diluted EPS gives effect to ~~support~~all ~~sufficient~~dilutive ~~tonnage~~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 ~~grade~~stock price for the period is used in determining the number of ~~metals~~shares assumed to ~~justify~~be ~~removal~~purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

WeCash ~~intend to employ a systematic exploration program utilizing surface geochemistry, radiometric surveys~~ and ~~geologic~~Cash 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.Equivalents

AtThe ~~present,~~Company ~~the~~considers ~~property~~all ~~should~~highly beliquid ~~considered~~instruments ~~undeveloped~~with ~~raw~~maturity ~~land.~~of ~~Work~~three tomonths ~~date~~or ~~has~~less ~~only~~at ~~included~~ the ~~staking~~time of ~~four~~issuance ~~contiguous~~to ~~lode~~be ~~claims~~cash ~~and the required filing with both county and federal agencies~~equivalents.

F-5

~~The following is our plan and milestones for exploration:~~-16-

~~-16-~~FLM Minerals Inc.

~~The~~(An ~~exploration~~Exploration ~~work~~Stage ~~on this property should be conducted in two phases, with advancement to the second phase only upon successful completion of the first.~~Company)

~~PHASE~~Notes 1to Financial Statements

1.November ~~Stake an additional 20 claims~~30, ~~adjoining to the north of the existing claims (in a 2 x 10 matrix); according to BLM records, this ground is unclaimed at present.~~2009

2.Fair IfValue ~~possible, obtain the data collected during previous exploration campaigns if any, from their respective operators. Establish the provenance~~ of ~~this~~Financial ~~data, verify it, and if suitable, digitize and transfer all available exploration data onto a base map.~~Instruments

3.Financial ~~Carry~~instruments ~~out~~are ~~lithologic,~~recorded ~~structural~~at fair value in accordance with the standard for "Fair Value Measurements codified within ASC 820", ~~and~~which ~~alteration~~defines ~~mapping~~fair values, ~~with~~establishes ~~particular~~a ~~focus~~three onlevel ~~the~~valuation ~~Eocene~~hierarchy ~~rhyolite~~for ~~dike~~disclosures of fair value measurement and ~~the~~enhances ~~adjacent~~disclosure ~~Palaeozoic~~requirements ~~rocks.~~for fair value measurements:

4. Level ~~Carry out geochemical soil and rock~~1-~~chip~~-inputs ~~sampling.~~to ~~Analyses~~the ~~should~~valuation ~~include~~methodology ~~gold,~~are ~~its~~quoted ~~pathfinder~~prices ~~elements~~ (~~As, Sb, Hg, Tl~~unadjusted), ~~and~~for ~~elements~~identical ~~associated~~asset ~~with~~or ~~oilfield/basin~~liabilities ~~brines~~in (iactive markets.~~e., B, Br, F, I, Pb, Zn, V).~~

5. Level ~~Conduct~~2--inputs ato ~~CSAMT~~the ~~(Controlled~~valuation ~~Source~~methodology ~~Audio-frequency~~include ~~Magneto~~closing ~~Tellurics~~prices )for ~~geophysical~~similar ~~survey~~assets ~~along~~and ~~profiles~~liabilities ~~across~~in ~~the~~active ~~entire property~~markets, and ifinputs ~~possible~~that are observable for the assets and liabilities, oneither directly, for substantially the ~~newly~~full ~~staked~~term ~~claims~~of the financial instruments.

6. Level ~~Review~~3--inputs ~~results~~to ofthe ~~Phase~~valuation 1methodology ~~work,~~are ~~and,~~observable ~~if warranted, select~~ and ~~prioritize~~significant to ~~targets~~the ~~for~~fair ~~drilling~~value.

~~Contingent~~Mineral onProperty ~~a review of the results of Phase 1 and approval by an independent qualified person, the project should continue to Phase 2.~~Costs

~~PHASE~~The 2Company 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 ASC 360, “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.

1. Long-lived 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.Assets

~~Cost~~In ~~Estimates~~accordance with ASC 360, “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.

~~Estimated~~Income ~~Budget~~Taxes

PHASE 1
Additional claim staking and recording	$	5,000
Digitizing data and transfer to base maps	$	5,000
Lithologic and structural mapping, sampling	$	5,000
Geochemical soil and rock chip survey, and analyses	$	10,000
Geophysical survey (CSAMT)	$	20,000
Independent consultants, supervision, and reports	$	5,000
Total Phase 1	$	50,000

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

~~-17-~~Foreign Currency Translation

PHASE 2
Core or Reverse Circulation drilling (3,000 ft.)	$	60,000
Sampling and assays	$	10,000
Independent consultants, supervision, and reports	$	20,000
Contingencies	$	20,000
Total Phase 2	$	110,000

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in a foreign currency and management has adopted ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

F-6

~~We estimate that Phase 1 will take approximately six months and Phase 2 will take approximately eight months.~~-17-

~~Management~~FLM ~~intends~~Minerals ~~to evaluate several larger mining prospects located in Red Lake, Ontario, Canada and known mining regions of Mainland China~~Inc.

~~Limited~~(An ~~Operating~~Exploration ~~History;~~Stage ~~Need for Additional Capital~~Company)

~~There~~Notes ~~is no historical financial information about us upon which~~ to ~~base~~Financial 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.Statements

ToNovember ~~become profitable and competitive~~30, 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.2009

WeRecent ~~have~~Accounting 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.Pronouncements

~~Liquidity~~In May 2009, the FASB issued a new accounting standard regarding subsequent events. This standard incorporates into authoritative accounting literature certain guidance that already existed within generally accepted auditing standards, with the requirements concerning recognition and ~~Capital~~disclosure ~~Resources~~of subsequent events remaining essentially unchanged. This guidance addresses events which occur after the balance sheet date but before the issuance of financial statements. Under the new standard, as under previous practice, an entity must record the effects of subsequent events that provide evidence about conditions that existed at the balance sheet date and must disclose but not record the effects of subsequent events which provide evidence about conditions that did not exist at the balance sheet date. This standard added an additional required disclosure relative to the date through which subsequent events have been evaluated and whether that is the date on which the financial statements were issued. For the Company, this standard was effective beginning July 1, 2009.

AsNOTE of3 ~~the~~– ~~date~~MINERAL ~~of this report, we have yet to generate any revenues from our business operations.~~PROPERTIES

WeThe ~~issued~~cost ~~6,906,300~~of ~~shares~~the ofmineral ~~common~~property ~~stock~~was ~~pursuant~~not capitalized. Cumulative to ~~the~~November ~~exemption~~30, ~~from~~2009, ~~registration~~the ~~contained~~Company inhas ~~Regulation~~recognized Sproperty expenses of ~~the~~$25,227 ~~Securities~~($5,000 ~~Act~~for ofoption ~~1933.~~payment; ~~This~~$20,227 ~~was~~for ~~accounted~~property ~~for~~evaluation), as ait ~~purchase~~has ofnot ~~shares~~yet ofbeen ~~common~~determined ~~stock~~whether there are proven or probable reserves on the property.

AsNOTE of4 ~~November~~– ~~30,~~INCOME ~~2008, our total assets were $103,799 and our total liabilities were $6,200.~~TAXES

-18-

		November 30,
		2009			2008
Deferred tax asset		67,000			59,000
Valuation allowance		( 67,000	)		(59,000	)
Net deferred tax asset	$	-		$	-

~~Recent~~Net ~~accounting~~operating ~~pronouncements~~loss carryforwards totaled approximately $197,000 and $ 174,000 at November 30, 2009 and 2008. The net operating loss carryforwards will begin to expire in the year 2029 if not utilized. After consideration of all the evidence, both positive and negative, management has recorded a valuation allowance at November 30, 2009 and 2008 due to the uncertainty of realizing the deferred tax assets.Utilization of the Company's net operating loss carryforwards are limited based on changes in ownership as defined in Internal Revenue Code Section 382.

OnNOTE ~~December~~5 4,– ~~2007,~~SUBSEQUENT 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.EVENTS

OnThe ~~December~~Company 4,has ~~2007,~~evaluated ~~the~~subsequent ~~FASB~~events ~~issued~~through ~~SFAS No. 141R, Business Combinations (SFAS No. 141R). SFAS No. 141R requires~~ the ~~acquiring~~filing ~~entity~~date inof athis ~~business~~Form ~~combination~~10-K ~~to recognize all the assets acquired~~ and ~~liabilities~~has ~~assumed,~~determined ~~establishes~~that ~~the~~there ~~acquisition~~were ~~date~~no ~~fair~~subsequent ~~value~~events ~~as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer~~ to ~~expand~~recognize ~~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~~disclose ~~the~~in ~~beginning~~these ~~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.F-7

~~In April 2008, the FASB issued Staff Position FAS 142~~-~~3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142~~18-3”) 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.

~~-19-~~ ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

InOn ~~June~~October 6, 2008, ~~the~~we ~~Financial~~terminated ~~Accounting~~MacKay ~~Standards~~LLP, ~~Board~~Chartered ~~(“FASB”)~~Accountants, ~~issued~~1100 ~~FSP~~- ~~No.~~1177 ~~EITF~~West ~~03-6-1~~Hastings Street, ~~Determining~~Vancouver, ~~Whether~~British ~~Instruments~~Columbia, ~~Granted~~Canada inV6E ~~Share-Based~~as ~~Payment~~our ~~Transactions~~independent ~~Are~~registered ~~Participating~~public ~~Securities~~accounting ~~(“FSP EITF 03-6-1”)~~firm. The ~~FSP~~decision ~~EITF~~to ~~03-6-1~~dismiss ~~concludes~~MacKay ~~that~~LLP as ~~unvested~~our ~~share-based~~independent ~~payment~~registered ~~awards~~public ~~that~~accounting firm ~~contain~~was ~~rights~~approved toby ~~receive~~our ~~non-forfeitable~~Board ~~dividends~~of orDirectors ~~dividend~~on ~~equivalents~~October ~~are participating securities~~6, ~~and~~2008. Except ~~thus,~~as ~~should~~noted ~~be included~~ in the ~~two-class~~paragraph ~~method~~immediately ofbelow, ~~computing~~the ~~earnings~~reports ~~per~~of ~~share~~MacKay ~~(“EPS”).~~LLP’s ~~FSP~~consolidated ~~EITF~~financial ~~03-6-1~~statements ~~is effective~~ for ~~fiscal~~the years ~~beginning~~ended ~~after~~November ~~December 15~~30, ~~2008,~~2007 and ~~interim~~2006 ~~periods~~and ~~within~~for ~~those~~the ~~years.~~period ~~Early~~January ~~application of EITF 03-6-~~1, is2006 ~~prohibited.~~through ItNovember ~~also~~30, ~~requires~~2007 ~~that~~did ~~all~~not ~~prior-period~~contain ~~EPS~~an ~~data~~adverse beopinion ~~adjusted~~or ~~retrospectively.~~disclaimer Weof ~~have not yet determined the effect~~opinion, ifand ~~any,~~such ofreports ~~the~~were ~~adoption~~not ofqualified ~~this~~or ~~statement~~modified onas ~~our~~to ~~financial~~uncertainty, ~~condition~~audit scope, or ~~results~~accounting ~~of operations~~principle.

InThe ~~July~~reports ~~2006,~~of ~~the~~MacKay ~~FASB~~LLP on ~~issued~~our ~~FASB~~financial ~~Interpretation~~statements ~~(“FIN”)~~as ~~No.~~of ~~48,~~and ~~“Accounting~~ for ~~Uncertainty~~the inperiods ~~Income~~ended ~~Taxes~~November 30,” ~~which~~2007 ~~prescribes~~and a2006 ~~comprehensive~~and ~~model~~ for ~~how~~the aperiod ~~company~~December ~~should recognize~~1, ~~measure,~~2007 ~~present~~through ~~and~~October ~~disclose~~6, in2008 ~~its~~contained ~~financial~~an ~~statements~~explanatory ~~uncertain~~paragraph ~~tax~~which ~~positions~~noted that ~~the~~there ~~company~~was ~~has~~substantial ~~taken~~doubt oras ~~expects~~ to ~~take~~our onability ~~a tax return (including a decision whether~~ to ~~file~~continue as ~~or not to file~~ a ~~return~~going inconcern aas ~~particular~~we ~~jurisdiction).~~had ~~The~~suffered ~~accounting~~negative ~~provisions~~working ofcapital, ~~FIN~~had ~~No.~~experienced 48negative ~~are~~cash ~~effective~~flows ~~for~~from ~~fiscal~~continuing ~~years~~operating ~~beginning~~activities ~~after~~and ~~December~~also ~~15,~~due ~~2006.~~to ~~The~~uncertainty ~~adoption~~with ofrespect ~~this~~to ~~Interpretation~~our ~~had~~ability noto ~~impact~~meet onshort-term ~~the~~cash ~~Company’s financial position or results of operations~~requirements.

InDuring ~~September 2006,~~ the ~~FASB~~years ~~issued~~ended ~~SFAS~~November ~~No. 157~~30, ~~"Fair~~2007 ~~Value~~and ~~Measurements"~~2006 ~~("SFAS 157"). SFAS 157 defines fair value, establishes a framework~~ and ~~gives~~for ~~guidance regarding~~ the ~~methods~~period ~~used~~December ~~for measuring fair value~~1, ~~and~~2007 ~~expands~~through ~~disclosures~~May ~~about~~31, ~~fair value measurements. In February~~ 2008, ~~the~~and ~~FASB~~through ~~issued~~October ~~FASB Staff Position 157-1~~6, ~~"Application~~2008 ofwe ~~FASB~~have ~~Statement~~not ~~No.~~had ~~157~~any todisagreements ~~FASB~~with ~~Statement~~MacKay ~~No.~~LLP 13on ~~and~~any ~~Other~~matter ~~Accounting Pronouncements That Address Fair Value Measurements for Purposes~~ of ~~Lease~~accounting ~~Classification~~principles or ~~Measurement~~practices, ~~under~~financial ~~Statement~~statement ~~13"~~disclosure ~~("FSP~~or ~~157-1")~~auditing ~~and~~scope ~~FASB~~or ~~Staff~~procedure, which ~~Position 157-2~~disagreements, ~~"Effective~~if ~~Date~~not ofresolved ~~FASB~~to ~~Statement~~MacKay ~~No.~~LLP’s ~~157"~~satisfaction, ~~("FSP~~would ~~157-2").~~have ~~FSP~~caused ~~157-1~~it ~~amends~~to ~~SFAS~~make ~~157~~reference to ~~remove certain leasing transactions from its scope. FSP 157-2 delays~~ the ~~effective~~subject ~~date~~matter of ~~SFAS~~the ~~157~~disagreements ~~for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value~~ in ~~the~~its ~~financial~~reports ~~statements~~ on aour ~~recurring~~consolidated ~~basis (at least annually), until fiscal years beginning after November 15, 2008. SFAS 157 is effective for~~ financial statements ~~issued~~ for ~~fiscal~~such years ~~beginning~~or ~~after~~in ~~November~~connection ~~15,~~with ~~2007,~~its ~~and~~reports ~~interim~~in ~~periods~~any ~~within~~subsequent ~~those~~interim ~~fiscal~~period ~~years.~~through ~~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~~date ~~financial position or results~~ of ~~operations~~dismissal.

InDuring ~~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~~ended ~~after~~ November 1530, 2007. ~~SFAS 159 is an elective standard which permits an entity to choose to measure many financial instruments~~ and ~~certain~~2006, ~~other items at fair value at specified election dates. Subsequent unrealized gains~~ and ~~losses~~through onOctober ~~items~~6, ~~for~~2008, ~~which~~there ~~the~~were ~~fair~~no ~~value~~reportable ~~option~~events, ~~has~~as ~~been~~defined ~~elected will be reported~~ in ~~earnings.~~Item ~~The~~304(a)(1)(v) ~~Company~~of ~~has~~Regulation ~~not elected the fair value option for any assets or liabilities under SFAS 159~~S-K.

~~ITEM~~On 7AOctober 6, 2008, we delivered a copy of this report to MacKay LLP. MacKay ~~QUANTITATIVE~~LLP ~~AND~~issued ~~QUALITATIVE~~its ~~DISCLOSURES~~response. The ~~ABOUT~~response ~~MARKET~~stated ~~RISK~~that it agreed with the foregoing disclosure.

WeNew ~~are~~independent aregistered ~~smaller~~public ~~reporting~~accounting ~~company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.~~firm

~~-20-~~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.

~~ITEM~~During 8.the ~~FINANCIAL~~two ~~STATEMENTS~~most ~~AND~~recent ~~SUPPLEMENTARY~~fiscal ~~DATA~~years and through the date of engagement, we have not consulted with Kempisty & Company, Certified Public Accountants, P.C. regarding either:

~~FLM MINERALS INC. (An Exploration Stage Company) INDEX~~-19-

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

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

F2. 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.

~~-21-~~ On January 20, 2010, we was notified that the audit practice of Kempisty & Company Certified Public Accountants, P.C., the Company’s independent registered public accounting firm (“K&Co”), was taken over by MaloneBailey, LLP (“MB”) effective as of January 1, 2010. On January 20, 2010, K&Co resigned as the independent registered public accounting firm of the Company and, with the approval of the Audit Committee of the Company’s Board of Directors, MB was engaged as the Company’s independent registered public accounting firm.

~~Report~~During the two most recent fiscal years and through the date of ~~Independent~~engagement, ~~Registered~~we ~~Public~~have ~~Accounting~~not ~~Firm~~consulted with MB regarding either:

To1. The application of accounting principles to any specified transaction, either completed or proposed, or the ~~Shareholders~~type of ~~FLM~~audit ~~Minerals~~opinion ~~Inc. (~~that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that MB concluded was an ~~Exploration~~important ~~Stage~~factor ~~Enterprise)~~considered ~~Vancouver~~by us in reaching a decision as to the accounting, ~~Canada~~auditing or financial reporting issue; or

We2. ~~have~~Any ~~audited~~matter ~~the~~that ~~balance~~was ~~sheet~~either subject of ~~FLM~~disagreement ~~Minerals~~or ~~Inc.~~event, ~~(an Exploration Stage Enterprise)~~ as atdefined ~~November~~in ~~30,~~Item ~~2007~~304(a)(1)(iv)(A) ~~and the related statements~~ of ~~operations~~Regulation ~~,changes~~S-K ~~in stockholders’ equity,~~ and ~~cash flows for~~ the ~~year~~related ~~then~~instruction ~~ended~~to ~~and~~Item ~~the~~304 ~~period~~of ~~from~~Regulation ~~incorporation on August 31~~S-K, ~~2006~~or toa ~~November~~reportable 30event, ~~2007.~~as ~~These~~that ~~financial~~term ~~statements are the responsibility of the Company’s management. Our responsibility~~ is toexplained ~~express~~in anItem ~~opinion~~304(a)(1)(iv)(A) onof ~~these~~Regulation ~~financial statements based on our audits~~S-K.

We ITEM ~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~9A. CONTROLS ~~Those~~AND ~~standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatements~~PROCEDURES. 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.

InEvaluation ~~our opinion, these financial statements present fairly, in all material respects, the financial position~~ of ~~the~~Disclosure ~~Company~~Controls ~~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.Procedures

~~The~~We ~~accompanying~~maintain ~~financial~~“disclosure ~~statements~~controls ~~referred~~and toprocedures,” ~~above~~as ~~have~~such ~~been~~term ~~prepared~~is ~~assuming~~defined ~~that~~in Rule 13a-15(e) under the ~~Company~~Securities ~~will~~Exchange ~~continue~~Act asof a1934 ~~going~~(the ~~concern.~~“Exchange AsAct”), ~~discussed~~that inare ~~Note~~designed 1to ensure that information required to ~~financial~~be ~~statements~~disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the ~~Company~~time isperiods specified in the ~~exploration~~Securities ~~stage,~~and Exchange Commission rules and ~~has~~forms, noand ~~permanently~~that ~~established~~such ~~source~~information ofis ~~revenue~~accumulated and iscommunicated ~~dependent~~to onour ~~its~~management, ~~ability~~including toour ~~raise~~Chief ~~capital~~Executive ~~from~~Officer ~~shareholders~~and orChief ~~other~~Financial ~~sources~~Officer, as appropriate, to ~~sustain~~allow ~~operations~~timely decisions regarding required disclosure. ~~These~~We ~~factors~~conducted an evaluation (the “Evaluation”), ~~along~~under the supervision and with ~~other~~the ~~matters~~participation asof ~~set~~our ~~forth~~Chief inExecutive ~~Note~~Officer 1(“CEO”) and Chief Financial Officer (“CFO”), ~~raise~~of ~~substantial~~the ~~doubt~~effectiveness ~~that~~of the ~~Company~~design ~~will~~and beoperation ~~able~~of toour ~~continue~~disclosure controls and procedures (“Disclosure Controls”) as aof ~~going~~the ~~concern~~end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. ~~The~~Based ~~financial~~on ~~statements~~this doEvaluation, ~~not~~our ~~include~~CEO ~~any~~and ~~adjustments~~CFO concluded that ~~might~~our ~~result~~Disclosure ~~from~~Controls were effective as of the ~~outcome~~end of the period covered by this ~~uncertainty~~report.

~~MACKAY LLP “MacKay LLP” Chartered Accountants Vancouver, Canada February 12, 2008~~-20-

~~F-2~~Management’s Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-~~22-~~15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

~~KEMPISTY~~Our &internal ~~COMPANY~~control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

~~CERTIFIED~~ Because ~~PUBLIC~~of ~~ACCOUNTANTS~~its inherent limitations, Pinternal controls over financial reporting may not prevent or detect misstatements.C All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, we believe that, as of November 30, 2009, the Company’s internal control over financial reporting was effective based on those criteria.

15This ~~MAIDEN~~annual ~~LANE~~report -does ~~SUITE~~not ~~1003~~include -an ~~NEW~~attestation ~~YORK,~~report NYof ~~10038~~our -registered ~~TEL~~public ~~(212)~~accounting ~~406-7272~~firm -regarding ~~FAX~~internal ~~(212)~~control ~~513-1930~~over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

~~REPORT~~Changes OFin ~~INDEPENDENT~~Internal ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Controls

ToWe ~~the~~have ~~Shareholders~~also ~~of FLM~~evaluated ~~Minerals~~our ~~Inc. (An~~internal ~~Exploration~~controls ~~Stage~~for ~~Company)~~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.

We ITEM ~~have audited the accompanying balance sheets of FLM Minerals Inc~~9B. OTHER (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.INFORMATION

~~We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~None. 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.-21-

~~The~~PART 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. III

~~KEMPISTY~~ ITEM &10. DIRECTORS, ~~COMPANY~~EXECUTIVE ~~CPAs~~OFFICERS, ~~PC Kempisty~~PROMOTERS &AND ~~Company Certified~~CONTROL ~~Public~~PERSONS; ~~Accountants~~COMPLIANCE ~~PC New~~WITH ~~York,~~SECTION ~~New~~16(a) ~~York February~~OF ~~25,~~THE ~~2009~~EXCHANGE ACT.

~~F-3~~Officers and Directors

~~-23-~~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.

FLM Minerals Inc.
(An Exploration Stage Company)
Balance Sheets
		November 30,
		2008			2007
ASSETS
Current Assets
Cash	$	103,799		$	181,480
Total Assets	$	103,799		$	181,480
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	6,200		$	6,100
Total Liabilities		6,200			6,100
Stockholders' Equity
Preferred 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			69
Additional paid in capital		271,881			271,881
Deficit accumulated during the exploration stage		(174,351	)		(96,570	)
Total stockholders' equity		97,599			175,380
Total Liabilities and Stockholders' Equity	$	103,799		$	181,480

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

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

Name and Address	Age	Position(s)
Xin Chen	48	President, Principal Executive Officer Principal
#14-8, No. 58 Haidian Road		Financial Officer, Treasurer, Principal Accounting
Haidian District		Officer, Secretary, and sole member of
Beijing, China		the Board of Directors.

~~F-4~~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.

~~-24-~~Background of Officers and Directors

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

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.

~~The~~Involvement ~~accompanying~~in ~~notes~~Certain ~~are~~Legal ~~an integral part of these financial statements.~~Proceedings

~~F-5~~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

-2522-

FLM Minerals Inc.
(An Exploration Stage Company)
Statements of Changes in Stockholders’ Equity
For the year ended November 30, 2008 and 2007 and the period August 31, 2006 (inception) through November 30, 2008
					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

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 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.

~~The~~Audit ~~accompanying~~Committee ~~notes~~and ~~are an integral part of these financial statements.~~Charter

FWe have a separately-6designated 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.

~~-26-~~Audit Committee Financial Expert

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

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.

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

~~F-7~~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.

~~-27-~~Disclosure Committee and Charter

~~FLM~~We ~~Minerals~~have ~~Inc~~a disclosure committee and disclosure committee charter. ~~(An~~ ~~Exploration~~Our ~~Stage~~disclosure ~~Company) Notes~~committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial ~~Statements~~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.

~~NOTE 1 – NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS~~-23-

~~FLM~~Section ~~Minerals Inc.~~ 16(~~the “Company”~~a) ~~was~~Beneficial ~~incorporated~~Ownership 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.Compliance

~~The~~Section ~~accompanying~~16(a) ~~financial~~of ~~statements~~the ~~have~~Securities ~~been~~Exchange ~~prepared~~Act onof a1934, ~~going~~as ~~concern basis~~amended, ~~which~~requires ~~implies~~our ~~the~~executive ~~Company~~officers ~~will~~and ~~continue~~directors, toand ~~realize~~persons ~~its~~who ~~assets~~beneficially ~~and~~own ~~discharge~~more ~~its~~than ~~liabilities~~10% inof ~~the~~a ~~normal~~registered ~~course~~class of ~~business.~~our ~~The~~equity ~~Company~~securities ~~has~~to ~~never~~file ~~generated~~with ~~revenues~~the ~~since inception~~ Securities and ~~has~~Exchange ~~never~~Commission ~~paid~~initial ~~any~~statements ~~dividends~~of ~~and~~beneficial isownership, ~~unlikely~~reports toof ~~pay~~changes ~~dividends or generate earnings~~ in ~~the~~ownership ~~immediate~~and orannual ~~foreseeable~~reports ~~future.~~concerning ~~The~~their ~~continuation~~ownership of ~~the~~our ~~Company~~common asshares aand ~~going~~other ~~concern~~equity issecurities, ~~dependent~~on ~~upon~~Forms ~~the~~3, ~~continued~~4 ~~financial~~and ~~support~~5 ~~from~~respectively. ~~its~~Executive ~~shareholders~~officers, ~~the~~directors ~~ability~~and ofgreater ~~the~~than ~~Company~~10% toshareholders ~~obtain~~are ~~necessary~~required ~~equity~~by ~~financing~~the toSecurities ~~continue~~and ~~operations,~~Exchange ~~confirmation~~Commission ofregulations ~~the~~to ~~Company’s~~furnish ~~interests~~us inwith ~~the~~copies ~~underlying~~of ~~properties,~~all ~~and~~Section ~~the~~16(a) ~~attainment~~reports ofthey ~~profitable operations~~file. Based Ason atour ~~November~~review ~~30,~~of ~~2008,~~ the ~~Company~~copies ~~has~~of ~~never~~such ~~generated~~forms ~~any~~received ~~revenues~~by ~~and has an accumulated loss of $174~~us,~~351~~ ~~since~~or ~~inception.~~written ~~These~~representations that ~~factors~~no ~~raise~~other ~~substantial~~reports ~~doubt~~were ~~regarding~~required, ~~the~~and ~~Company’s ability~~ to ~~continue~~the asbest aof ~~going~~our ~~concern.~~knowledge, ~~These~~we ~~financial~~believe ~~statements~~that doall ~~not~~of ~~include~~our ~~any~~officers, ~~adjustments~~directors, ~~to the recoverability~~ and ~~classification~~owners of ~~recorded~~10% ~~asset~~or ~~amounts~~more ~~and classification~~ of ~~liabilities~~our ~~that~~common ~~might~~stock befailed ~~necessary should the Company be unable~~ to ~~continue~~file asForm a3s, ~~going~~4s ~~concern~~and 5s.

~~NOTE~~ ITEM 211. EXECUTIVE ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~COMPENSATION

~~Basis~~The following table sets forth the compensation paid by us for the last three fiscal years ending November for each of ~~Presentation~~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.

~~These~~Executive ~~financial~~Officer ~~statements~~Compensation ~~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.~~Table

Use of Estimates

						Non-	Nonqualified
						Equity	Deferred	All
Name						Incentive	Compensa-	Other
and				Stock	Option	Plan	tion	Compen-
Principal		Salary	Bonus	Awards	Awards	Compensation	Earnings	sation	Total
Position	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Xin Chen	2009	0	0	0	0	0	0	0	0
President	2008	0	0	0	0	0	0	0	0
	2007	0	0	0	0	0	0	0	0

George Heard	2009	0	0	0	0	0	0	0	0
(former President)	2008	0	0	0	0	0	0	0	0
	2007	0	0	0	0	0	0	0	0

Jianxing Qian	2009	0	0	0	0	0	0	0	0
(former Principal	2008	0	0	0	0	0	0	0	0
Financial Officer)	2009	0	0	0	0	0	0	0	0

~~The~~We ~~preparation~~do ofnot ~~financial~~anticipate ~~statements~~paying inany ~~conformity~~salaries ~~with~~in U2010.S. We ~~generally~~do ~~accepted~~not ~~accounting~~anticipate ~~principles~~paying ~~requires~~salaries ~~management~~until towe ~~make~~have ~~estimates~~a ~~and~~defined ~~assumptions~~ore ~~that~~body ~~affect the reported amounts of assets~~ and ~~liabilities~~begin ~~and~~extracting ~~disclosure~~minerals offrom ~~contingent assets and liabilities at~~ the ~~date of the financial statements and the reported amounts of revenues and expenses during the reporting period~~ground. ~~Actual results could differ from those estimates.~~

~~Basic and Diluted Net Income (Loss) Per Share~~-24-

~~The~~Compensation ~~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.Directors

~~Comprehensive~~The ~~Loss~~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, 2009.

~~SFAS~~Director’s ~~No.~~Compensation 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.Table

Cash and cash equivalents

	Fees
	Earned				Nonqualified
	or			Non-Equity	Deferred
	Paid in	Stock	Option	Incentive Plan	Compensation	All Other
	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Xin Chen	0	0	0	0	0	0	0

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

~~F-8~~There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Long-~~28-~~Term Incentive Plan Awards

~~FLM~~We ~~Minerals~~do ~~Inc. (An~~not ~~Exploration~~have ~~Stage~~any ~~Company) Notes~~long-term toincentive ~~Financial Statements~~plans.

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~Indemnification

~~Mineral~~Under ~~Property~~our Articles ~~Costs~~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.

~~The~~Regarding ~~Company~~indemnification ~~has~~for ~~been~~liabilities inarising ~~the~~under ~~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~~Securities ~~and~~Act ~~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~~1933, ~~“Whether~~which ~~Mineral~~may ~~Rights~~be ~~Are~~permitted ~~Tangible~~to directors or ~~Intangible~~officers ~~Assets”. The Company assesses the carrying costs for impairment~~ under ~~SFAS~~Nevada ~~No. 144~~law, ~~“Accounting~~we ~~for~~are ~~Impairment~~informed ~~or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined~~ that, ain ~~mineral~~the ~~property~~opinion ~~can be economically developed as a result~~ of ~~establishing~~the ~~proven~~Securities and ~~probable~~Exchange ~~reserves~~Commission, ~~the~~indemnification ~~costs~~is ~~then~~against ~~incurred~~public ~~to develop such property~~policy, ~~are~~as ~~capitalized.~~expressed ~~Such~~in ~~costs will be amortized using~~ the Act ~~units-of-production~~and ~~method~~is, ~~over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired~~therefore, ~~any capitalized costs will be charged to operations~~unenforceable.

~~Long~~-~~lived Assets~~25-

In ITEM ~~accordance with SFAS No~~12. SECURITY ~~144,~~OWNERSHIP ~~“Accounting~~OF ~~for~~CERTAIN ~~the~~BENEFICIAL ~~Impairment~~OWNERS orAND 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.MANAGEMENT

Financial Instruments

	Direct Amount of		Percent
Name of Beneficial Owner	Beneficial Owner	Position	of Class
Xin Chen	2,000,000	President, Principal Executive Officer,	28.96%
		Principal Financial Officer, Secretary,
		and sole member of the Board of
		Directors.

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%

~~The~~Changes 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.Control

~~Income~~There ~~Taxes~~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.

~~Potential~~Securities ~~benefits~~authorized ~~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~~issuance ~~Taxes”~~under asequity ofcompensation ~~its inception~~plans. 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~~We ~~Currency~~have ~~Translation~~no equity compensation plans.

~~The~~ITEM ~~Company’s functional and reporting currency is the United States dollar~~13. ~~Monetary~~CERTAIN ~~assets~~RELATIONSHIPS ~~and~~AND ~~liabilities~~RELATED 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.TRANSACTIONS

~~F-9~~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.

~~-29-~~ ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~FLM Minerals Inc.~~ (~~An Exploration Stage Company~~1) ~~Notes~~ toAudit ~~Financial Statements~~Fees

~~NOTE~~The 2aggregate –fees ~~SUMMARY~~billed OFfor ~~SIGNIFICANT~~each ~~ACCOUNTING~~of ~~POLICIES~~the ~~(continued)~~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:

Recently Issued Accounting Pronouncements

2009	$	13,200	Kempisty & Company, CPA PC
2008	$	7,800	Kempisty & Company, CPA PC
2008	$	14,000	MacKay LLP, Chartered Accountants

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.-26-

~~On December 4, 2007, the FASB issued SFAS No. 141R, Business Combinations~~ (~~SFAS No. 141R~~2). ~~SFAS~~Audit-Related 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.Fees

InThe ~~March~~aggregate ~~2008,~~fees ~~the~~billed ~~FASB~~in ~~issued~~each ~~SFAS~~of ~~161,~~the ~~“Disclosures~~last ~~about~~two ~~Derivative~~fiscal ~~Instruments~~years ~~and~~for ~~Hedging~~assurance ~~Activities”. The new standard is intended to improve financial reporting about derivative instruments~~ and ~~hedging~~related ~~activities~~services by ~~requiring~~the ~~enhanced~~principal ~~disclosures~~accountants tothat ~~enable~~are ~~investors~~reasonably related to ~~better~~the ~~understand their effects on an entity’s financial position, financial~~ performance, ~~and~~of ~~cash~~the ~~flows.~~audit Itor isreview ~~effective~~of ~~for~~our financial statements ~~issued for fiscal years~~ and ~~interim~~are ~~periods~~not ~~beginning~~reported ~~after~~in ~~November 15, 2008, with early application encouraged. The Company is currently evaluating~~ the ~~impact~~preceding ~~of adopting SFAS 161 on its financial statements.~~paragraph:

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.

2009	$	Kempisty & Company, CPA PC
2008	$	Kempisty & Company, CPA PC
2008	$	MacKay LLP, Chartered Accountants

~~In June 2008, the Financial Accounting Standards Board~~ (~~“FASB”~~3) ~~issued~~Tax 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.Fees

~~F-10~~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:

-30-

2009	$	Kempisty & Company, CPA PC
2008	$	Kempisty & Company, CPA PC
2008	$	MacKay LLP, Chartered Accountants

~~FLM Minerals Inc.~~ (~~An Exploration Stage Company~~4) ~~Notes~~ toAll ~~Financial~~Other ~~Statements~~Fees

~~NOTE~~The 2aggregate –fees ~~SUMMARY~~billed OFin ~~SIGNIFICANT~~each ~~ACCOUNTING~~of ~~POLICIES~~the last tow fiscal yeas for the products and services provided by the principal accountant, other than the services reported in paragraphs (~~continued~~1), (2), and (3) was:

Recently Adopted Accounting Pronouncements

2009	$	Kempisty & Company, CPA PC
2008	$	Kempisty & Company, CPA PC
2008	$	MacKay LLP, Chartered Accountants

~~In July 2006, the FASB issued FASB Interpretation~~ (~~“FIN”~~5) ~~No.~~Our ~~48,~~audit ~~“Accounting~~committee’s ~~for~~pre-approval ~~Uncertainty~~policies inand ~~Income~~procedures ~~Taxes,”~~described ~~which~~in ~~prescribes~~paragraph a(c)(7)(i) ~~comprehensive~~of ~~model~~Rule ~~for~~2-01 ~~how~~of aRegulation ~~company~~S-X ~~should~~were ~~recognize, measure, present and disclose in its financial statements uncertain tax positions~~ that the ~~company~~audit ~~has~~committee ~~taken~~pre-approve orall ~~expects~~accounting torelated ~~take~~activities onprior ~~a tax return (including a decision whether~~ to ~~file~~the orperformance ~~not to file a return in a particular jurisdiction). The accounting provisions~~ of ~~FIN~~any ~~No.~~services 48by ~~are~~any ~~effective~~accountant ~~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~~auditor.

~~In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"~~ (~~"SFAS 157"~~6). ~~SFAS~~The ~~157~~percentage ~~defines~~of ~~fair~~hours ~~value,~~expended ~~establishes~~on ~~a framework and gives guidance regarding~~ the ~~methods~~principal ~~used~~accountant’s ~~for~~engagement ~~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~~audit ~~Statement~~our 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~~statements ~~and non-financial liabilities, except~~ for ~~items that are recognized or disclosed at fair value in~~ the ~~financial~~most ~~statements~~recent ~~on a recurring basis (at least annually), until~~ fiscal ~~years~~year ~~beginning~~that ~~after~~were ~~November~~attributed ~~15,~~to ~~2008.~~work ~~SFAS~~performed ~~157~~by ispersons ~~effective~~other ~~for~~than ~~financial~~the ~~statements~~principal ~~issued~~accountant’s ~~for~~full ~~fiscal years beginning after November 15~~time, ~~2007,~~permanent ~~and~~employees ~~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~~0%.

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.-27-

~~NOTE~~ITEM 315. –EXHIBITS, ~~MINERAL~~FINANCIAL ~~PROPERTIES~~STATEMENT SCHEDULES.

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:

		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 Officer and
	Principal Financial Officer pursuant to 15d_15(e), promulgated under the Securities and Exchange Act of 1934, as amended.				X

32.1	Certification pursuant to 18 U.S.C. Section 1350, as
	adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).				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

a)	$50,000 cash payment by FLM:
	(i)	$5,000 on execution of this agreement (paid);
	(ii)	$10,000 on or before October 18, 2007 ;
	(iii)	$15,000 on or before October 18, 2008; and
	(iv)	$20,000 on or before October 18, 2009;
b)	500,000 common shares of FLM to be allotted and issued and certificates therefore delivered to Altair as follows:
	(i)	250,000 common shares on October 18, 2007 (no liability set up);
	(ii)	250,000 common shares on October 18, 2008

-28-

~~F-11~~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-~~31-~~K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 28th day of February, 2010.

FLM ~~Minerals~~MINERALS ~~Inc~~INC. (AnRegistrant) ~~Exploration~~BY: ~~Stage~~XIN ~~Company) Notes~~CHEN toXin Chen President, Principal Executive Officer, Principal Financial ~~Statements~~Officer, Secretary, and sole member of the Board of Directors

~~NOTE~~In 3accordance –with ~~MINERAL~~the ~~PROPERTIES~~Exchange ~~(continued)~~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:

In addition, FLM shall, in order to maintain its interest in the property, make advance royalty payments to Altair, commencing on October 18, 2010 and continuing on the 18th day of October each and every year thereafter for so long as FLM or its assigns retains its interest in the property, of $5,000 per year.

Signature	Title	Date

XIN CHEN	President, Principal Executive Officer, Principal	February 28, 2010
Xin Chen	Financial Officer, Secretary, and sole member of the Board of Directors

~~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.29-

AsEXHIBIT ~~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.~~INDEX

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.

		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 Officer and
	Principal Financial Officer pursuant to 15d_15(e), promulgated under the Securities and Exchange Act of 1934, as amended.				X

32.1	Certification pursuant to 18 U.S.C. Section 1350, as
	adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).				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

~~NOTE 4 – COMMON STOCK~~-30-

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 Dollars
Cash on deposit	$	26	$	32
Accounts 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 TAX The components of the Company's tax provision are as follows:

		November 30,
		2008			2007
Current 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			2007
Net operating loss carryforward	$	30,000		$	17,000
Deferred tax asset		30,000			17,000
Valuation 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			2007
Tax expense (benefit) at Federal rate (34%)	$	(60,000	)	$	(34,000	)
Federal bracket adjustment		30,000			17,000
Change in valuation allowance		30,000			17,000
Net 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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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 Accounting
Haidian District		Officer, Secretary, and sole member of
Beijing, 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

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

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 the Securities 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 Table
						Non-	Nonqualified
						Equity	Deferred	All
Name						Incentive	Compensa-	Other
and				Stock	Option	Plan	tion	Compen-
Principal		Salary	Bonus	Awards	Awards	Compensation	Earnings	sation	Total
Position	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	0
President	2007	0	0	0	0	0	0	0	0
	2006	0	0	0	0	0	0	0	0
George Heard	2008	0	0	0	0	0	0	0	0
(former President)	2007	0	0	0	0	0	0	0	0
	2006	0	0	0	0	0	0	0	0
Jianxing Qian	2008	0	0	0	0	0	0	0	0
(former Principal	2007	0	0	0	0	0	0	0	0
Financial 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 Table
	Fees
	Earned				Nonqualified
	or			Non-Equity	Deferred
	Paid in	Stock	Option	Incentive Plan	Compensation	All Other
	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Xin Chen	0	0	0	0	0	0	0
Chester Shynkaryk (resigned)	0	0	0	0	0	0	0
George Heard (resigned)	0	0	0	0	0	0	0
Jianxing 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		Percent
Name of Beneficial Owner	Beneficial Owner	Position	of Class
Xin Chen	2,000,000	President, Principal Executive Officer,	28.96%
		Principal Financial Officer, Secretary,
		and sole member of the Board of
		Directors.
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	$	Kempisty & Company, CPA PC
2008	$	MacKay LLP, Chartered Accountants
2007	$	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	$	Kempisty & Company, CPA PC
2008	$	MacKay LLP, Chartered Accountants
2007	$	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	$	Kempisty & Company, CPA PC
2008	$	MacKay LLP, Chartered Accountants
2007	$	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 reference
					Filed
Exhibit	Document Description	Form	Date	Number	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 Officer and				X
	Principal Financial Officer pursuant to 15d-15(e),
	promulgated under the Securities and Exchange Act
	of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as				X
	adopted pursuant to Section 906 of the Sarbanes-
	Oxley Act of 2002 (Chief Executive Officer and
	Chief Financial Officer).
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 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 27th day of February, 2009.

FLM MINERALS INC. (Registrant) BY: XIN CHEN Xin Chen President, Principal Executive Officer, Principal Financial Officer, Secretary, and sole 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	Date
XIN CHEN	President, Principal Executive Officer, Principal	February 27, 2009
Xin Chen	Financial Officer, Secretary, and sole
	member of the Board of Directors

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EXHIBIT INDEX
		Incorporated by reference
					Filed
Exhibit	Document Description	Form	Date	Number	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 Officer and				X
	Principal Financial Officer pursuant to 15d-15(e),
	promulgated under the Securities and Exchange Act
	of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as				X
	adopted pursuant to Section 906 of the Sarbanes-
	Oxley Act of 2002 (Chief Executive Officer and
	Chief Financial Officer).
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.