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EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION. - FLM Minerals Inc.exh31-1.htm
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION. - FLM Minerals Inc.exh32-1.htm





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2011
OR
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-53160

FLM MINERALS INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

#14 - 8 No. 58 Haidian Road
Haidian District
Beijing, China 100086
(Address of principal executive offices, including zip code.)

011 86 106261 6955
(Registrant’s telephone number, including area code)

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  6,906,300 as of October 7, 2011.
 



 

 
 

 


TABLE OF CONTENTS

   
Page
     
 
     
Financial Information.
3
     
 
Balance Sheets (Unaudited)
3
 
4
 
5
 
6
 
7
     
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
8
     
Quantitative and Qualitative Disclosures About Market Risk.
9
     
Controls and Procedures.
9
     
     
 
     
Risk Factors.
10
     
Exhibits.
10
     
11
   
12






















-2-
 
 

 

PART I – FINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS.

FLM MINERALS INC.
(An Exploration Stage Company)
Balance Sheets
(Expressed in US Dollars)
 
 
   
August 31,
 
November 30,
   
2011
 
2010
   
(Unaudited)
   
 
       
Assets
       
 
       
Current Assets
       
 
         
 
Cash
$
41,499
$
56,941
 
         
Total Assets
$
41,499
$
56,941
 
       
 
       
Liabilities and Stockholders' Equity
       
 
       
Current Liabilities
       
 
         
 
Accounts payable and accrued liabilities
$
5,672
$
7,000
 
         
Total Liabilities
 
5,672
 
7,000
 
       
Stockholders' Equity
       
 
         
 
Preferred Stock, 100,000,000 shares authorized, $0.00001 par value
None issued
 
-
 
-
 
         
 
Common Stock, 100,000,000 shares authorized, $0.00001 par value
6,906,300 and 6,906,300 shares issued and outstanding, respectively
 
69
 
69
 
         
 
Additional paid in capital
 
271,881
 
271,881
 
         
 
Deficit accumulated during the exploration stage
 
(236,123)
 
(222,009)
 
       
Total Stockholders' Equity
 
35,827
 
49,941
 
       
Total Liabilities and Stockholders' Equity
$
41,499
$
56,941



The Accompanying Notes are an Integral Part of These Financial Statements
F-1

-3-
 
 

 


FLM MINERALS INC.
(An Exploration Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
 
 
                   
Period
                   
From
                   
August 31,
   
Three
 
Three
 
Nine
 
Nine
 
2006
   
Months
 
Months
 
Months
 
Months
 
(Date of
   
Ended
 
Ended
 
Ended
 
Ended
 
Inception)
   
August 31,
 
August 31,
 
August 31,
 
August 31,
 
to August 31,
   
2011
 
2010
 
2011
 
2010
 
2011
 
                   
Expenses
                   
 
                     
 
General and administrative
$
579
$
571
$
1,498
$
1,099
$
89,877
 
Mineral property costs
 
-
 
-
 
-
 
-
 
25,227
 
Professional fees
 
3,676
 
6,799
 
12,616
 
13,909
 
121,019
 
                     
Total expenses
 
4,255
 
7,370
 
14,114
 
15,008
 
236,123
 
                   
 
                   
Net loss for the period
$
(4,255)
$
(7,370)
$
(14,114)
$
(15,008)
$
(236,123)
 
                   
Net loss per share
                   
 
                     
 
Basic and diluted
$
(0.00)
$
(0.00)
$
(0.00)
$
(0.00)
$
(0.03)
 
                     
 
Weighted average number of shares
                   
   
outstanding - basic and diluted
 
6,906,300
 
6,906,300
 
6,906,300
 
6,906,300
 
6,906,300















The Accompanying Notes are an Integral Part of These Financial Statements
F-2

-4-
 
 

 


FLM MINERALS INC.
(An Exploration Stage Company)
Statements of Changes in Stockholders’ Equity
From period August 31, 2006 (inception) through August 31, 2011
 
 
     
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
                       
Net loss for year ended November 30,
2010
-
 
-
 
-
 
-
 
(24,754)
 
(24,754)
                       
Balance at November 30, 2010
6,906,300
 
69
 
271,881
 
-
 
(222,009)
 
49,941
                       
Unaudited:
                     
                       
Net loss for the period ended August 31,
2011
-
 
-
 
-
 
-
 
(14,114)
 
(14,114)
                       
Balance at August 31, 2011
6,906,300
$
69
$
271,881
$
-
$
(236,123)
$
35,827







The Accompanying Notes are an Integral Part of These Financial Statements
F-3

-5-
 
 

 


FLM MINERALS INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
 
 
           
Period
           
From
           
August 31,
   
Nine
 
Nine
 
2006
   
Months
 
Months
 
(Date of
   
Ended
 
Ended
 
Inception)
   
August 31,
 
August 31,
 
to August 31,
   
2011
 
2010
 
2011
 
           
 
Cash flows used in operating activities
           
 
               
   
Net loss for the period
$
(14,114)
$
(15,008)
$
(236,123)
 
               
   
Changes in operating assets and liabilities
           
     
Increase (decrease) in accounts payable and
accrued liabilities
 
(1,328)
 
(5,300)
 
5,672
 
                 
 
Net cash used in operating activities
 
(15,442)
 
(20,308)
 
(230,451)
 
             
 
Cash flows from financing activities
           
 
               
   
Proceeds from sale of common stock
 
-
 
-
 
271,950
 
             
 
Net cash from financing activities
 
-
 
-
 
271,950
 
             
Cash increase (decrease) during the period
 
(15,442)
 
(20,308)
 
41,499
 
           
Cash beginning of the period
 
56,941
 
81,795
 
-
 
           
Cash end of the period
$
41,499
$
61,487
$
41,499
 
           
 
           
Supplemental cash flow information:
           
 
               
   
Interest paid
$
-
$
-
$
-
   
Income taxes paid
$
-
$
-
$
-





The Accompanying Notes are an Integral Part of These Financial Statements
F-4

-6-
 
 

 

FLM MINERALS INC.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2011
(Unaudited)



NOTE 1- NATURE OF OPERATIONS

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


NOTE 2 – BASIS OF PRESENTATION AND CONTINUANCE OF BUSINESS

Basis of Presentation

The unaudited interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Article 10 of Regulations S-X in the United States of America and are expressed in United States dollars. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended November 30, 2010 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The interim unaudited financial statements should be read in conjunction with those financial statements included in Form 10-K. In the opinion of Management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made.  Operating results for the three and nine months ended August 31, 2011 are not necessarily indicative of the results that may be expected for the year ending November 30, 2011.

Going Concern
 
The accompanying financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at August 31, 2011, the Company has never generated any revenues and has an accumulated loss of $236,123 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.





F-5

-7-
 
 

 

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

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

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

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

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

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

If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not have enough money to complete our programs, we will have to cease activities until additional funds are raised.

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

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

Results of Operations

From Inception on August 31, 2006 to August 31, 2011

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

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


-8-
 
 

 

Since inception, we have used the proceeds from the private placement to fund our operations. No work had been done on the property we previously owned. Management has evaluated two potentially larger and presumably more financeable prospects in Mainland China. Based on our evaluations, neither has been acquired.

Limited Operating History; Need for Additional Capital

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

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

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

Liquidity and Capital Resources

As of August 31, 2011, we have yet to generate any revenues from our business operations.

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

As of August 31, 2011, our total assets were $41,499 and our total liabilities were $5,672.

Recent accounting pronouncements

We do not expect any recent accounting pronouncements to have an impact on our financial position, operations or cash flows.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.          CONTROLS AND PROCEDURES.

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

There were no changes in our internal control over financial reporting during the quarter ended August 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




-9-
 
 

 


PART II. OTHER INFORMATION

ITEM 1A.        RISK FACTORS.

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

ITEM 6.          EXHIBITS.

   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed herewith
3.1
Articles of Incorporation.
SB-2
07-12-07
3.1
 
           
3.2
Bylaws.
SB-2
07-12-07
3.2
 
           
4.1
Specimen Stock Certificate.
SB-2
07-12-07
4.1
 
           
10.1
Option Agreement
SB-2
07-12-07
10.1
 
           
14.1
Code of Ethics.
10-K
02/28/08
14.1
 
           
31.1
Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.1
Audit Committee Charter.
10-K
02/28/08
99.1
 
           
99.2
Disclosure Committee Charter.
10-K
02/28/08
99.2
 
           
101.INS
XBRL Instance Document.
     
X
           
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
           
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
           
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
           
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
           
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X







-10-
 
 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14th day of October, 2011.

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







































-11-
 
 

 


EXHIBIT INDEX

   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed herewith
3.1
Articles of Incorporation.
SB-2
07-12-07
3.1
 
           
3.2
Bylaws.
SB-2
07-12-07
3.2
 
           
4.1
Specimen Stock Certificate.
SB-2
07-12-07
4.1
 
           
10.1
Option Agreement
SB-2
07-12-07
10.1
 
           
14.1
Code of Ethics.
10-K
02/28/08
14.1
 
           
31.1
Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.1
Audit Committee Charter.
10-K
02/28/08
99.1
 
           
99.2
Disclosure Committee Charter.
10-K
02/28/08
99.2
 
           
101.INS
XBRL Instance Document.
     
X
           
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
           
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
           
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
           
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
           
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X












-12-