SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     Of the Securities Exchange Act of 1934

                 For the quarterly period ended January 31, 2003

                        Commission file number 000-21812


                          FRANKLIN LAKE RESOURCES INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                      Nevada                   52-2352724
               ------------------------  ------------------------
               (State of incorporation)  (IRS Employer ID Number)


           172 Starlite Street, South San Francisco, California 94080
         --------------------------------------------------------------
                    (Address of principal executive offices)


                                 (650) 588-0425
                          ----------------------------
                           (Issuer's telephone number)



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

                      APPLICABLE ONLY TO CORPORATE ISSUER:

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

         As of January 31, 2003, the issuer had outstanding 9,212,630 shares of
its Common Stock, $0.001 par value.


                                      -i-
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

         The unaudited financial statements of Franklin Lake Resources Inc., a
Nevada corporation (the "Company"), as of January 31, 2003, commence on the
following page. In the opinion of Management, the financial statements fairly
present the financial condition of the Company.

                          Franklin Lake Resources Inc.
                         (An Exploration Stage Company)
                                  Balance Sheet
             At January 31, 2003, and October 31, 2002 (Unaudited)

            Assets                                     1/31/03        10/31/02
                                                    -------------  -------------
Current Assets:
Cash                                                $    272,938   $      8,858
Prepaids and other                                           366            366
                                                    -------------  -------------
Total Current Assets                                     273,304          9,224
                                                    -------------  -------------
Fixed Assets:
Office furniture and equipment                            30,101         30,101
Plant equipment                                          419,469        417,791
Accumulated depreciation                                (289,136)      (279,379)
                                                    -------------  -------------
Total Fixed Assets                                       160,434        168,513
Other Assets:
Reclamation bond                                          19,867         19,867
Patent & intellectual property, less amortization      1,104,168      1,123,690
                                                    -------------  -------------
Total Other Assets                                     1,124,035      1,143,557
                                                    -------------  -------------
Total Assets                                        $  1,557,773   $  1,321,294
                                                    =============  =============

            Liabilities & Shareholders' Equity

Current Liabilities:
Bank overdraft                                      $          0   $      8,985
Accounts payable and accrued liabilities                  59,999         57,597
                                                    -------------  -------------
Total Current Liabilities                                 59,999         66,582
                                                    -------------  -------------
Long-term Liabilities:
Advances by director and officer payable in stock         27,017          9,017
                                                    -------------  -------------
Total Long-term Liabilities                               27,017          9,017
                                                    -------------  -------------
Total Liabilities                                         87,016         75,599
                                                    -------------  -------------
Shareholders' Equity (Deficiency)
Common Stock                                               9,213          8,155
Additional paid in capital                            31,056,919     30,707,977
Deficit accumulated during the exploration stage     (29,595,375)   (29,470,437)
                                                    -------------  -------------
Total Shareholders' Equity                             1,470,757      1,245,695
                                                    -------------  -------------
Total Liabilities & Shareholders' Equity            $  1,557,773   $  1,321,294
                                                    =============  =============


                                      -1-
<PAGE>

                          Franklin Lake Resources Inc.
                         (An Exploration Stage Company)
                             Statement of Operations
          For the Quarter Ending January 31, 2003 and 2002 (Unaudited)


                                               ---For the quarter ending---
                                                  1/31/03        1/31/02
                                               -------------  -------------
Operating Income
Sales to refinery                              $          -   $          -
                                               -------------  -------------
Total Income                                              -              -
                                               -------------  -------------
Operating Expenses
Mineral development costs                            41,702         32,927
Depreciation and amortization                        29,137          2,914
General and administrative                           54,097         54,968
                                               -------------  -------------
Total Operating Expenses                            124,936         90,809
                                               -------------  -------------
Net loss                                       $   (124,936)  $    (90,809)
                                               -------------  -------------
Shares outstanding at end of period               9,212,630      4,249,333
                                               -------------  -------------
Loss per share                                 $      (0.01)  $      (0.02)




                                      -2-
<PAGE>

                          Franklin Lake Resources Inc.
                         (An Exploration Stage Company)
                             Statement of Cash Flows
          For the Quarter Ending January 31, 2003 and 2002 (Unaudited)

<TABLE>
<CAPTION>

                                                       ---For the quarter ending---
Operating Activities:                                      1/31/03       1/31/02
                                                       -------------  -------------
<S>                                                    <C>            <C>
Net loss                                               $   (124,936)  $    (90,809)
Adjustments to restate net loss
  to net cash used in operating activities
Depreciation & Amortization                                  29,137          2,914
(Increase) decrease in prepaids                                -             4,084
Increase (decrease) in accounts payable                       2,402         (9,772)
                                                       -------------  -------------
Net cash used in operating activities                       (93,397)       (93,583)
                                                       -------------  -------------
Investing Activities:
Acquisition of plant & equipment                             (1,678)       (36,418)
                                                       -------------  -------------
Net cash provided by (used in) investing activities              -         (36,418)
                                                       -------------  -------------
Financing Activities:
Increase in amount due director                              18,000         73,244
Issuance of common stock for cash                           350,000        150,000
Repayment of loan payable                                      -          (100,000)
                                                       -------------  -------------
Net cash provided by (used in) financing activities         368,000        123,000
                                                       -------------  -------------
Net increase (decrease) in cash                             273,064         (6,757)
Cash at the beginning of the period                            -127          7,888
                                                       -------------  -------------
Cash at the end of the period                          $    272,937   $      1,131
                                                       =============  =============
</TABLE>



                                      -3-
<PAGE>
                         FRANKLIN LAKE RESOURCES, INC.
                   Notes to Consolidated Financial Statements
                                January 31, 2003

1. HISTORY

Franklin Lake Resources Inc. ("FKLR" or "Company") was originally incorporated
as Naxos Resources Ltd. ("Naxos") in British Columbia under the Canada Business
Corporations Act on May 23, 1986, with its principal place of business in
Vancouver. Although it had some business in Canada and at least one other
country, its principal exploration operations and assets had always been in the
United States. Further, for at least the prior few years, the large majority of
its shareholders had been residents of the U.S. In the year 2000, it moved its
executive and administrative offices to South San Francisco, California,
effectively ending its business connections in Canada. On October 15, 2001, the
shareholders approved the redomiciliation of the Company to the U.S. On October
29, 2001, Articles of Incorporation and Articles of Domestication were filed
with the Secretary of State of Nevada and Naxos was "continued" as a Nevada
corporation under the name of Franklin Lake Resources Inc. Naxos Resources
(U.S.A.), a California corporation, a wholly owned subsidiary, and the entity
through which Naxos conducted its business in the U.S., assigned its property,
contracts, and business to FKLR and became inactive and held no assets. On
January 3, 2002, Industry Canada issued a Certificate of Discontinuance,
formally ending the Company's legal ties to Canada. On January 9, 2002, the name
change (to Franklin Lake Resources Inc.) became effective for trading purposes.
At the same time, a reverse split of the Company's shares on the basis of one
new share for each ten shares held also became effective and the Company
received a new symbol, FKLR.

The Company is in the business of exploring for precious metals, developing
sites if and where they may be found, and developing processes for extracting
them from the earth. The Company's principal mining property consists of 58
placer association claims, covering more than 8,000 acres, at Franklin Lake,
near Death Valley, California. In 2002, in exchange for shares of its common
stock, it acquired the mining assets of Xenolix Technologies, Inc. ("Xenolix"),
consisting of equipment, processed ore, and two patents and related intellectual
property. It terminated its operations at Death Valley Junction and moved its
equipment from that site and the equipment and ore acquired from Xenolix and
re-assembled it as a new pilot plat at a new facility at Amargosa, Nevada,
approximately 25 miles from Franklin Lake (this move was in process at year-end
but has been completed since then).

The Company is a development stage company as defined in Financial Accounting
Standard No. 7 (Accounting and Reporting by Development Stage Companies).
Because the Company's proposed business is to engage in "significant mining
operations," Securities Act Industry Guide No. 7 applies. Under Industry Guide
7, the Company is deemed to be an "exploration stage" company, and will be
considered a "development stage" company only after it has conducted sufficient
exploration activities to establish the existence of commercially mineable ore
deposits (reserves) on its properties.

The Company has incurred losses every year since its inception; it did not have
any revenue from sales of its product until 2002. Those revenues (see
Consolidated Statement of Operations) came from sales of concentrate from its
ore at Franklin Lake and of concentrate from bottom ash it obtained from
Xenolix. The Company has sold common stock on a regular basis to fund its
operations and cover its losses. The Company has also utilized its common stock
to acquire mineral properties, equipment, and licenses, to compensate officers
and directors, and to resolve outstanding obligations. If the Company cannot
continue to obtain funds from the sale of additional stock or from other
sources, it may not be able to continue its exploration and development
activities and to stay in business.



                                      -4-
<PAGE>

During 2002, the Company filed a Registration Statement on Form SB-2 with the
Securities and Exchange Commission with respect to a proposed rights offering to
its shareholders. The Company received comments from the staff of the Commission
and is in the process of preparing to file an amendment in response to the
comments.

After the end of the fiscal year, the Company received $300,000 in cash and a
commitment for another $200,000 in a private placement of its shares.

2. SIGNIFICANT ACCOUNTING POLICIES

(a)      Principles of Consolidation

These consolidated financial statements include the accounts of Naxos Resources
Ltd., Franklin Lake Resources Inc., and Naxos Resources (U.S.A.), Ltd., for
fiscal quarters ended January 31, 2002 and 2003.

(b)      Use of Estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(c)      Foreign Exchange Gains or Losses

The Company had no significant foreign currency gains or losses during the
periods. The Company conducted substantially all of its operations in US dollars
for both fiscal years. Various minor expenses incurred in Canada were translated
into US dollars based upon the average Canadian exchange rate. The Company had
no significant monetary assets or liabilities denominated in foreign currencies
at either January 31, 2002 or 2003. Exchange gains and losses are recorded in
operations in the period they occur.

(d)      Mineral Properties and Equipment

The Company has expensed the costs of acquiring, exploring and developing its
precious metal properties during the periods in which they were incurred, and
will continue to do so until it is able to determine if it has commercially
recoverable ore reserves present on the properties. If it determines that such
reserves exist, it will capitalize further costs.

Reclamation bonds for which the Company has posted refundable cash deposits
cover the restoration and rehabilitation of the Company's BLM properties. The
Company does not believe that it is obligated for significant environmental,
rehabilitation or restoration expenses for the exploration operations it has
conducted to date. The Company believes that its cash deposits could be totally
refunded without significant additional expenditures.



                                      -5-
<PAGE>

Mining equipment has been depreciated over a 7-year life on the straight-line
basis. The Company acquired approximately $110,000 in mining equipment from
Xenolix in its asset acquisition. This equipment is being integrated with the
Company's existing equipment and re-assembled at its new facility at Amargosa,
Nevada. The Company recorded the value of the equipment based upon its net book
value to Xenolix. The Company's operating personnel and independent consultants
believe that the fair market value of the equipment is approximately equal to
the net book value of the equipment. No formal appraisals were conducted.

(e)       Patents

In connection with the Xenolix asset acquisition, the Company acquired two
patents in mining technologies developed by Alvin C. Johnson, Jr., Ph.D., Patent
No. 6,131,835 and Patent No. 6,131,836. Both patents were issued to Dr. Johnson
on October 17, 2000, and assigned by him to MG Technologies, Inc., the
predecessor entity to Xenolix. The acquisition also included improvements that
Dr. Johnson may make to the subjects covered by the patents and related trade
secrets.

The patents and other intellectual property were valued and capitalized at
$1,162,792, being the value of Company shares given to Xenolix, less the value
of the ore and equipment included in the acquisition. (The Company has
determined that it is not practical to attempt to assign any separate value to
improvements that may be made or to the trade secrets.) The Company is
amortizing the patents over 15 years. The recoverability of this investment will
be dependent upon the ability of the Company to either license this technology
to third parties, or utilize it in the recovery of precious metals from its own
mineral properties. In the event the Company is unable to either license or
utilize the technology, it will be required to expense the asset at the time
this determination is made. Financial Accounting Standard No. 121 (Impairment of
Long-Term Assets), governs the capitalization and expensing of long-term assets.
Financial Accounting Standard No. 142 identifies patents as intangible assets
subject to amortization. The Company does not currently have an estimate of
future cash flows applicable to the patents. The Company's ability to realize
its investment in the patents and technology will be predicated upon its ability
to raise sufficient capital to develop the processes covered by the patents or
to sell or license its rights to third parties.

(f)      Loss Per Share

Loss per share is based on the weighted average number of shares outstanding
during the period. The Company adopted SFAS No. 128, "Earnings Per Share."

(g)      Comprehensive Income

The Company adopted SFAS No. 130, "Reporting Comprehensive Income", which
requires inclusion of foreign currency translation adjustments, reported
separately in its Statement of Stockholders' Equity, in other comprehensive
income. Such amounts are immaterial and have not been reported separately. The
Company had no other forms of comprehensive income since inception.



                                      -6-
<PAGE>

(h)      Stock Based Compensation

The Company has elected to follow Accounting Principles Board Opinion No.25 (APB
25) and related interpretations in accounting for its employee stock options.
Under APB25, when the exercise price of employee stock options is equal to the
estimated market price of the stock on the date of grant, no compensation
expense is recorded. The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123 (SFAS 123) with respect to
employee stock options.

(i)      Income Taxes

The Company has adopted SFAS No. 109 "Accounting for Income Taxes". The Company
accounts for income taxes under an asset and liability approach that requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been recognized in the Company's financial
statements or tax returns. In estimating future tax consequences, all expected
future events, other than enactment of changes in the tax laws or rates, are
considered.

Due to the uncertainty regarding the Company's future profitability, the future
tax benefits of its losses have been fully reserved and no net tax benefit has
been recorded in these financial statements.

(j)      Fair Value of Financial Instruments

The respective carrying values of certain on-balance-sheet financial instruments
approximate their fair values. These financial instruments include cash, tax
credit recoverable, reclamation bond, loan receivable, accounts payable and
accrued liabilities, amount due to a director and loan payable. Fair values were
assumed to approximate fair values or they are receivable or payable on demand.
Management is of the opinion that the Company is not exposed to significant
interest, credit or currency risks arising from these financial instruments.

(k)      Critical Accounting Policies

The SEC recently issued financial reporting release number 60 "Cautionary Advice
Regarding Disclosure about Critical Accounting Policies". The SEC defines the
most critical accounting policies as the ones that are most important to the
portrayal of a company's financial condition and operating results, and require
management to make its most difficult and subjective judgments, often as a
result of the need to make estimates of matters that are inherently uncertain.
Based on this definition, the Company's most critical accounting policies
include valuation of transactions in which common stock is issued for services
and assets.



                                      -7-
<PAGE>

3. VALUATION OF SHARES ISSUED

The Company is thinly capitalized; the volume of buying and selling its shares
is low and the price of its shares is highly volatile. The prices of shares in
sales by the Company for cash and the values of shares issued in other
transactions are determined by negotiations between the parties involved.
Finding investors willing to purchase shares for cash has been difficult.
Although one outside party has invested a total of $200,000 in several
transactions during the past two years, most of the sales of shares during this
period have been to directors of the Company. The Company believes that the
prices and values received in each of such transactions were fair at the
respective times they were entered into. The factors the Company considers in
such determinations include: the fact that the shares will be restricted from
resale for at least one year, the number of persons willing to invest, the
speculative and risky nature of the investment, the fact that additional
investments will be needed before the Company is able to begin production, the
Company's history of unsuccessful operations, its failure to achieve production
since its inception, prices of recent sales of its shares in the market, and
such other issues as it may deem relevant.

Periodic advances to the Company to cover daily operations over the past two
years, management services to the Company, and rent for Company office space
(the management services and rent are not payable in cash, only in shares of
Company stock), may be exchanged for shares in connection with any offering of
securities and upon the same terms as offered to other investors. 2,000,000
shares were issued in exchange for advances, management services, and rent
valued at $500,000, equivalent to $0.25 per share--the same price at which
shares were sold to an outside investor at the same time. The Company issued
102,500 shares to three persons and their attorney for waivers of rights to
certain claims and agreements to participate in the placer association claims.
The fair market value of the stock, being the average price of the shares for
the prior 10 days, was $0.63 per share, giving the transaction a total value of
$65,450. The Company also issued 1,201,657 shares to Xenolix, in exchange for
certain assets; the market value of the stock at that time was $1.08 per share,
giving the transaction a total value of $1,297,790. The Company allocated the
purchase price based upon the relative value of the assets acquired, which
consisted of inventories of precious metals and concentrates, mining equipment,
and patents and other intellectual property. The realization of the Company's
investment in these assets will be dependent upon the ability of the Company to
raise future capital and successful application of the technology to commercial
ore bodies.

4. RELATED PARTY TRANSACTIONS AND OPERATING LEASES

The Company has received cash advances, management services, office space
(including supplies and overhead), and land and buildings for its new testing
and production facility, from its president, as summarized in the table. The
management services, office space, and land and buildings are payable only in
shares of Company stock, not in cash.



                                      -8-
<PAGE>

<TABLE>
<CAPTION>
                                                     ----Quarter Ending-----
                                                      1/31/2003    1/31/2002
                                                     ----------   ----------
<S>                                                  <C>         <C>

  Management fees at $4,000 per month                 $ 12,000    $  12,000
  Corporate office rent, supplies, and
    overhead at $2,000 per month                         6,000        6,000
                                                     ----------  -----------
  Totals during the periods                           $ 18,000      $18,000
                                                     ==========  ===========
  Balances owed to him at the end of each period      $ 27,017    $ 275,453
                                                     ==========  ===========

                                                     ----------  -----------
  Legal fees paid to officer                          $  8,000    $  12,200
                                                     ==========  ===========
</TABLE>

5. STOCK OPTIONS & WARRANTS

The Company granted stock options to its directors. All options were vested
immediately and are exercisable at a price equal to the fair market value on the
date of the grant, as shown below:


                                      -9-
<PAGE>
<TABLE>
<CAPTION>
Summary of Stock Options Outstanding:
                                                                   Average
                                                Number of          Exercise
                                                 Shares             Price
                                             ---------------- ------------------
      Balances outstanding; October 31, 2001        49,500           1.50
                                      Issued       125,000           0.37
                                     Expired       (12,500)          0.85
                                             ----------------
      Balances outstanding; October 31, 2002       162,000           0.39
                                             ================

                                                 Number
                                              Outstanding &        Average              Exercise
                                                Issuable       Contractual Life           Price
                                             ---------------- ------------------ -----------------------
Exercise Prices:
            $.85 expired on November 27,2002        15,000            0.10              $ 0.65
                       $.65 on March 24,2003        22,000            0.50              $ 0.65
                     $.37 on October 22,2005       125,000            3.00              $ 0.37

                                             ---------------- ------------------ -----------------------
                         Totals and averages       162,000            2.40              $ 0.39
                                             ================ ================== =======================


                                                Number of
                                             Shares Subject        Exercise            Expiration
                                             to Stock Options       Price                 Date
                                             ---------------- ------------------ -----------------------
                      Five current directors      125,000             0.37           October 22, 2005
                                    Director       10,000             0.85           November 27, 2002
                             Former Director        5,000             0.85           November 27, 2002
                             Former Director       15,000             0.65             March 24, 2003
                             Former Director        7,000             0.65             March 24, 2003
                                             ----------------
                                                  162,000
                                             ================

Summary of Warrants Outstanding:
                                              Outstanding &        Average              Average
Exercise Price:                                 Issuable       Contractual Life      Excerise Price
                                             ---------------- ------------------ -----------------------
                   $0.25                          400,000         3 months              $ 0.25
                    0.25                        2,400,000         6 months                0.25
                    1.00                          100,000         6 months                1.00
                    1.08                        1,201,657           (2)                   1.08
                    1.08                        1,201,657          1 year                 1.08
                                             ----------------
                                                5,303,314
                                             ================

                                                Number of
                                             Shares Subject        Exercise            Expiration
                                             to Stock Options       Price                 Date
                                             ---------------- ------------------ -----------------------
             Pursuant to contract w/ Xenolix    1,201,657             1.08           April, 2003 (1)
                                    Investor      400,000             0.25           January 31, 2003
             Pursuant to contract w/ Xenolix    1,201,657             1.08            April 9, 2003(2)
Prior mineral claims- Lounsbury & associates      100,000             1.00            April 30, 2003
                                   Directors    2,400,000             0.25            April 30, 2003
                                             ----------------
                                                5,303,314
                                             ================
<S>     <C>
</TABLE>

                                      -10-
<PAGE>

(1)      Originally scheduled to expire on October 9, 2002, but agreed to be
         extended to allow a reasonable time for exercise after the shares given
         outright to Xenolix are registered with the Securities and Exchange
         Commission.

(2)      Originally scheduled to expire on April 9, 2003, but agreed to be
         extended to allow a reasonable time for exercise after the shares given
         outright to Xenolix are registered with the Securities and Exchange
         Commission.

In 2002, the Company granted each director 25,000 three-year options, at $0.37,
the fair market value on the date of the grant. It did not grant any options in
2001.

Pro forma disclosure of the effect of accounting for stock options under
Statement of Financial Accounting Standard (FAS 123) is required. The Company
accounts for its stock options in accordance with APB 25 "Accounting for Stock
Issued to Employees". Under APB 25, no compensation is recognized when the
exercise price of employee options is equal to the fair market value of the
underlying stock on the date of the grant. For each of the Company's stock
options, the exercise price was equal to the estimated fair market value of the
shares at the date of the grant.

 6. ASSET ACQUISITION AGREEMENT XENOLIX TECHNOLOGIES, INC.

On April 9, 2002, the Company issued 1,201,657 shares to acquire various assets
of Xenolix Technologies, Inc. The Company acquired the inventories, including
precious metals, and/or concentrates, mining equipment and its intellectual
property, consisting of two existing patents, including any improvements that
may be made to them, and trade secrets related to mining.

In addition to the issuance of the shares above, the Company also issued a
6-month warrant to purchase an additional 1,201,657 shares and a 12- month
warrant to purchase another 1,201,657 shares, both exercisable at $1.08 per
share, the fair market value of the Company's stock at the execution of the
agreement. The 6-month warrant was scheduled to expire on October 9, 2002, and
the 12-month warrant was scheduled to expire on April 9, 2003, but the Company
has agreed that it will extend these warrants for a reasonable period of time
after the shares given outright to Xenolix are registered with the Securities
and Exchange Commission. The asset purchase price has been allocated as follows:

   Inventories of ores
      and concentrates                $    25,000

   Mining equipment                       110,000

   Patents and other
      intellectual property             1,162,792

                                      ------------
     Total Assets Acquired            $ 1,297,790
                                      ============



                                      -11-
<PAGE>

In the second quarter of the year, the Company sent four batches of processed
ore from Franklin Lake to a refinery for analysis and further processing. The
refinery found small amounts of gold, platinum and palladium and purchased them.
In the third quarter, the Company sent additional ore; the refinery found more
precious metals and purchased them. In the fourth quarter, the Company sent
bottom ash, part of the assets acquired from Xenolix, to the refinery and it
again recovered precious metals and purchased them.

Although the Company believes the foregoing sales, the first sales of precious
metals in its history, are a positive sign, it cannot give any assurance that it
will be able to make further sales or, if it does, that such sales will be
sufficient to allow the Company to continue in business without further
infusions of capital or to operate at a profit. The Company's results to date
have been inconsistent and do not justify predictions as to future operations.

7. INCOME TAXES

No provision for income taxes has been made for the years presented, as the
Company incurred net losses. The potential benefit of net operating loss carry
forwards has not been recognized in the financial statements since the Company
cannot be assured that it is more likely than not that such benefit will be
utilized in future years. The components of the net deferred tax asset, the
statutory tax rate and the elected amount of the valuation on the allowance
follows:

                                                 2002          2001
                                            ------------- -------------

   Net operating losses expiring 2009-2022   $ 6,150,000   $ 5,650,000

   Statutory tax rate:
        $22,250 + 39% in excess of $100,000

   Effective tax rate:                                 -             -

   Deferred tax assets:                        2,380,000     2,226,000

   Less valuation allowance:                  (2,380,000)   (2,226,000)

                                            ------------- -------------
                    Net Deferred Tax Assets  $         -   $         -
                                            ============= =============

 8. RESCISSION

In connection with the Company's redomiciliation from Canada to the U.S., the
Company exchanged shares in a newly-formed Nevada corporation for the Company's
shares. At the special meeting at which the shareholders approved the
redomiciliation, the Company offered dissenters' rights to every shareholder,
but did not register the Nevada shares with the U.S. Securities and Exchange
Commission. The Company has now elected to register the shares under the
Securities Act of 1933, as amended, and offer rescission rights to shareholders
who held the Company's stock on October 15, 2002 and who continue to own the
shares.



                                      -12-
<PAGE>

The Company cannot predict the number of shareholders who will accept the
rescission offer, or the consequent impact on the Company's finances. If a
substantial number of shares were to be tendered, the resulting outflow of cash
would have a significant adverse impact on the Company's liquidity and financial
position.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
        OPERATION

The following discussion provides information which management believes is
relevant to an assessment and understanding of the Company's plan of operation.
This discussion should be read in conjunction with the company's financial
statements and notes.

FORWARD-LOOKING STATEMENTS

This Form 10-QSB includes, without limitation, certain statements containing the
words "believes", "anticipates", "estimates", and words of a similar nature,
which constitute "forward-looking statements." All statements, other than
statements of historical fact, made in this Form 10-QSB are forward-looking. In
particular, the statements herein regarding the future purchase of equipment,
hiring additional personnel, potential contracts with third parties, future cash
requirements, and future profitability are forward-looking statements.
Forward-looking statements reflect management's current expectations and are
inherently uncertain. The Company's actual results may differ significantly from
management's expectations.

GENERAL

The Company has its executive and administrative offices at 172 Starlite Street,
South San Francisco, CA 94080. Its laboratory, testing equipment, and pilot
plant are located at Amargosa, Nye County, Nevada. Its principal business is
searching for and attempting to extract precious metals from the earth.

The Company's fiscal year ends on October 31.



                                      -13-
<PAGE>

RESULTS OF OPERATIONS

During the first quarter of fiscal 2003, ended January 31, 2003, the Company
continued its exploring and testing activities. Total expenses were $124,937 as
opposed to $90,809 in the same quarter in the prior year. The principal elements
of the differences were increases in depreciation and amortization and mineral
exploration costs.

PLAN OF OPERATION

Since Father Gregory Ofiesh was elected president in March 2000, management has
attempted to focus on two matters: bringing the company's finances under control
and producing and selling precious metals.

As to the finances, the Company had approximately $300,000 in debts, all of
which were paid, negotiated, and/or canceled in exchange for shares of stock.
Since then, the Company has paid liabilities promptly. Although the company
still has only minimal revenue, it has managed to keep operating debt-free
because of several private offerings of securities and frequent cash advances by
the Company's president. If it cannot continue to raise funds, it may not be
able to remain in business.

As to producing and selling precious metals, the Company recognized that the
prior management had spent millions of dollars in assays and other tests, but
had not sold any precious metals. It was decided to attempt to produce precious
metals profitably by any means possible. The only tests would be done by the
Company's in-house staff. They would, as expeditiously as possible, seek to
identify ores containing precious metals and attempt to extract them. No public
announcement would be made of the Company's progress until sales of the
materials had been made in amounts and with a consistency that would justify a
belief by management that the Company would be able to reach its objective and
operate profitably.


ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's Chairman, President and General Counsel and Secretary. Based upon that
evaluation, they concluded that the Company's disclosure controls and procedures
are effective in gathering, analyzing and disclosing information needed to
satisfy the Company's disclosure obligations under the Exchange Act.

Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.


                                      -14-
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.            LEGAL PROCEEDINGS

None

Item 2.            CHANGES IN SECURITIES

During the period, the following shares of common stock were issued:

 Date           Consideration          Shares        Price          Total
---------------------------------------------------------------------------
11/1/2002       Cash                   857,140       $0.35        $300,000
1/13/2003       Cash                   200,000        0.25          50,000

The shares were sold to a corporation and an individual without registration in
reliance on the exemption authority provided in Section 4(2) of the Securities
Act of 1933, as amended. The certificates bear a legend indicating that the
shares are restricted securities. No underwriting fees or commissions were paid
in connection with the sales.


Item 3.            DEFAULTS ON SENIOR SECURITIES

None.


Item 4.            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during this period.


Item 5.            OTHER INFORMATION

None


Item 6.            EXHIBITS AND REPORTS ON FORM 8-K

(1)      Exhibits filed with this report

None.

(2)      Reports on Form 8-K

                1.  February 7, 2003
                2.  March 6, 2003




                                      -15-
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          FRANKLIN LAKE RESOURCES, INC.


Dated:  April 3, 2003                     /s/ Father Gregory Ofiesh
                                          ---------------------------------
                                          President, Chief Executive Officer,
                                          Chief Financial Officer, and Director




                                      -16-
<PAGE>

                                 CERTIFICATIONS

I, Gregory Ofiesh, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Franklin Lake
Resources Inc.;

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

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: April 3, 2003

/s/ Gregory Ofiesh
--------------------------
Chief Executive Officer


                                      -17-
<PAGE>

I, Gregory Ofiesh, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Franklin Lake
Resources Inc.;

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

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: April 3, 2003

/s/ Gregory Ofiesh
--------------------------
Chief Financial Officer



                                      -18-