UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 3, 2010 (January 20, 2010)~~

April 13, 2011 (April 5, 2011)

FLM MINERALS INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-53160

(Commission File Number)

#14 - 8 No. 58 Haidian Road

Haidian District

Beijing, China 100086

(Address of principal executive offices, including zip code)

011 86 106261 6955

(Registrant’s telephone number, including area ~~cod~~code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ Soliciting~~ITEM ~~material~~4.01 CHANGES ~~pursuant~~IN toREGISTRANT’S ~~Rule~~CERTIFYING ~~14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))~~ACCOUNTANT

~~ Pre-commencement~~Previous ~~communications~~independent ~~pursuant~~registered topublic ~~Rule~~accounting ~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~firm

~~ Pre-commencement~~On ~~communications~~April ~~pursuant~~5, 2011, we terminated, MaloneBailey, LLP, 10350 Richmond Avenue, Suite 800, Houston, Texas 77042 as our independent registered public accounting firm. The decision to ~~Rule~~dismiss ~~13e-4(c)~~MaloneBailey, ~~under~~LLP as our independent registered public accounting firm was approved by our Board of Directors on April 5, 2011. Except as noted in the ~~Exchange~~paragraph ~~Act~~immediately ~~(17~~below, ~~CFR~~the ~~240~~reports of MaloneBailey, LLP’s financial statements for the years ended November 30, 2010 and 2009 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.~~13e-4(c))~~

OnThe ~~January~~reports ~~20,~~of ~~2010~~MaloneBailey, ~~FLM~~LLP ~~Minerals,~~on ~~Inc.~~our ~~(the~~financial ~~“Company”)~~statements ~~was~~as ~~notified that the audit practice~~ of ~~Kempisty~~and &for ~~Company~~the ~~Certified~~years ~~Public~~ended ~~Accountants,~~November ~~P.C.~~30, ~~the~~2010 ~~Company’s~~and ~~independent~~2009 ~~registered~~contained ~~public~~an ~~accounting~~explanatory ~~firm~~paragraph ~~(“K&Co”), was~~which ~~combined~~noted ~~with~~that ~~MaloneBailey,~~there ~~LLP~~was ~~(“MB”)~~substantial ~~effective~~doubt as ofto ~~January~~our 1,ability ~~2010. On~~to ~~January~~continue ~~20,~~as ~~2010,~~a ~~K&Co~~going ~~resigned~~concern as ~~the~~we ~~independent~~had ~~registered~~suffered ~~public~~negative ~~accounting~~working ~~firm of the Company and~~capital, ~~with~~had ~~the~~experienced ~~approval~~negative ofcash ~~the~~flows ~~Audit~~from ~~Committee~~continuing ofoperating ~~the~~activities ~~Company’s~~and ~~Board~~also ofdue ~~Directors,~~to MBuncertainty ~~was~~with ~~engaged~~respect asto ~~the~~our ~~Company’s~~ability ~~independent~~to ~~registered~~meet ~~public~~short-term ~~accounting~~cash ~~firm~~requirements.

~~K&Co~~During ~~performed~~the ~~audit~~years ended November 30, 2010 and 2009, we have not had any disagreements with MaloneBailey, LLP on any matter of ~~the~~accounting ~~Company’s~~principles or practices, financial ~~statements~~statement ~~for~~disclosure ~~the~~or ~~fiscal~~auditing ~~year~~scope ~~ended~~or ~~November~~procedure, 30which disagreements, ~~2008.~~if ~~K&Co~~not resolved to MaloneBailey, LLP’s ~~report~~satisfaction, ~~did~~would ~~not~~have ~~contain~~caused anit ~~adverse~~to ~~opinion~~make orreference ato ~~disclaimer~~the subject matter of ~~opinion~~the ~~and~~disagreements ~~were~~in ~~not~~its ~~qualified~~reports oron ~~modified~~our asconsolidated tofinancial ~~uncertainty,~~statements ~~audit scope,~~for such years or ~~accounting~~in ~~principles~~connection with its reports in any subsequent interim period through the date of dismissal.

During the ~~fiscal~~years ~~year~~ ended November 30, ~~2008~~2010 and ~~the~~2009 ~~subsequent~~and ~~interim period up~~ through ~~the~~April ~~January 20~~5, ~~2010~~2011, there were no (i) disagreements between the Company and K&Co on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to its satisfaction, would have caused K&Co to make reference to the subject matter of such disagreements in connection with its report, or (ii) “reportable events,” as ~~described~~defined in Item 304(a)(1)(v) of Regulation S-K.

On ~~January~~April 208, ~~2010~~2011, ~~the~~we ~~Company~~delivered ~~furnished K&Co with~~ a copy of this report ~~prior~~ to ~~filing~~MaloneBailey, ~~with~~LLP. ~~the~~MaloneBailey, ~~Securities~~LLP ~~and~~issued ~~Exchange~~its ~~Commission~~response. The ~~(“SEC”)~~response ~~and~~stated ~~requested~~ that ~~K&Co furnish~~ it ~~with a letter addressed to the SEC stating whether or not it~~ agreed with the ~~statements~~foregoing ~~made by the Company in this report insofar as they relate to K&Co’s audit services and engagement as the Company’s independent registered public accounting firm~~disclosure. K&A Cocopy ~~has~~of ~~furnished a letter addressed to the SEC dated January 20~~MaloneBailey, ~~2010,~~LLP’s aresponse ~~copy of which~~ is attached hereto as Exhibit 16.1.

AsNew ~~noted above, on January 20, 2010, the Company engaged the services of MB as the~~ independent registered public accounting firm of the Company. During the fiscal years ended November 30, 2008 and 2007 and from November 30, 2008 through the engagement of MB as the Company’s independent registered public accounting firm, neither the Company nor anyone on its behalf consulted MB with respect to any accounting or auditing issues involving the Company. In particular, there was no discussion with the Company regarding the application of accounting principles to a specified transaction, the type of audit opinion that might be rendered on the financial statements, or any matter that was either the subject of a disagreement, as described in Item 304 of Regulation S-K, with K&Co, or a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K.

2On April 5, 2011, we engaged Michael T. Studer, CPA, P.C., 18 East Sunrise Highway, Suite 311, Freeport, New York 11520, telephone number (516) 378-1000, an independent registered public accounting firm, as our principal independent accountant with the approval of our board of directors. We have not consulted with Michael T. Studer, CPA, 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 Michael T. Studer, CPA, P.C. regarding either:

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1.	The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that MaloneBailey, LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or

2.	Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number	Description
16.1	Responsive Letter from ~~K&Co.~~MaloneBailey, LLP

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 3, 2010	FLM MINERALS INC.
Date: April 8, 2011	FLM MINERALS INC.
	By:	XIN CHEN
		Xin Chen
		President, Principal Accounting Officer, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and sole member of the Board of Directors.

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