UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB

|(Mark One)                                                                                     
|-----------------------------------------------------------------------------------------------
|[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934  
|                                                                                               
|For the quarterly period ended: July 31, 2005                                                  
|                                                                                               
|Or                                                                                             
|                                                                                               
|[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
|For the transition period from ____________ to _____________                                   
|                                                                                               
|Commission File Number: 000-21812                                                              
|                                                                                               
|Franklin Lake Resources Inc.                                                                   
|(Exact name of registrant as specified in its charter)                                         
|                                                                                               
|Nevada                                                                                         
|(State or other jurisdiction of incorporation or organization)                                 
|                                                                                               
|                                                                                               
|172 Starlite Street
	So. San Francisco, CA                                                     
|(Address of principal executive offices)                                                       
|                                                                                               
|                                                                                               
|(650) 588-0425                                                                                 
|(Registrant's telephone number, including area code)                                           
|                                                                                               
|N/A                                                                                            
|(Former name, former address and former fiscal year, if changed since last report)             
|                                                                                               
|                                                                                               

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 [ 
]



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [   ] 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: 13,966,475 as of July 31, 2005





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Franklin Lake Resources Inc.

(An
Exploration Stage Company)





Table of Contents





|                                                | Page
|----------------------------------------------- | ----
|Unaudited Financial Statements                  | 3   
|Balance Sheet                                   | 4   
|Statements of Operations                        | 5   
|Statements of Cash Flows                        | 6   
|Notes                                           | 7   
|Management's Discussion and Plan of
		Operation | 9   
|Controls and Procedures                         | 9   
|PART II - OTHER INFORMATION                     | 10  
|Exhibits and Reports on Form 8-K                | 11  
|SIGNATURES                                      | 12  







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PART I - FINANCIAL INFORMATION



Unaudited Financial Statements



The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  For further information, refer to the financial statements and footnotes thereto, which are included in the Company's
Annual Report on Form 10-KSB previously filed with the Commission on November 15, 2004.





























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|FRANKLIN LAKE RESOURCES, INC.                                 
|--------------------------------------------------------------
|(An Exploration Stage Company)                                
|Consolidated Balance Sheet                                    
|(Unaudited)                                                   
|                                                              
|                                                              
|ASSETS                                                        
|Current Assets:                                               
|Cash                                                          
|Prepaids and other                                            
|Total Current Assets                                          
|                                                              
|Fixed Assets:                                                 
|Office furniture & equipment                                  
|Plant equipment                                               
|Accumulated depreciation                                      
|Total Fixed Assets                                            
|                                                              
|Other Assets:                                                 
|Reclamation bond- net of estimated reclamation costs          
|Impaired patents & intellectual property - net                
|                                                              
|Total Assets                                                  
|                                                              
|LIABILITIES & SHAREHOLDERS' EQUITY                            
|                                                              
|Current Liabilities:                                          
|Accounts payable and accrued liabilities                      
|Total Current Liabilities                                     
|                                                              
|Total Liabilities                                             
|                                                              
|Stockholders' Equity:                                         
|Preferred Stock, $.001 par value; authorized 5,000,000 shares;
|no preferred shares outstanding                               
|Common Stock, $.001 par value; authorized 45,000,000 shares;  
|13,966,475 issued and outstanding at July 31, 2005;           
|11,813,975 issued and outstanding at October 31, 2004         
|Additional Paid-In Capital                                    
|Accumulated Deficit                                           
|Total Stockholders' Equity                                    
|                                                              
|Total Liabilities and Stockholders' Equity                    





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|FRANKLIN LAKE RESOURCES, INC.        
|-------------------------------------
|(An Exploration Stage Company)       
|Consolidated Statements of Operations
|(Unaudited)                          
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|Revenues                             
|Total Revenue                        
|Expenses:                            
|Mineral exploration costs            
|Depreciation/amortization expenses   
|General and administrative           
|Impairment of patents and            
|Intellectual property                
|                                     
|Total Expenses                       
|                                     
|                                     
|Other Income:                        
|Miscellaneous Income                 
|Interest Income                      
|Precious Metal Sales                 
|                                     
|Net Loss                             
|                                     
|Weighted Average Shares              
|Common Stock Outstanding             
|Net Loss Per Common Share            
|(Basic and Fully Diluted)            





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|FRANKLIN LAKE RESOURCES, INC.                                       
|--------------------------------------------------------------------
|(An Exploration Stage Company)                                      
|Consolidated Statements of Cash Flows                               
|(Unaudited)                                                         
|                                                                    
|                                                                    
|Cash Flows used in Operating Activities:                            
|Net Loss                                                            
|                                                                    
|Adjustments to reconcile net loss to net cash provided by operations
|Amortization / depreciation                                         
|Proceeds- net book value of equipment licenses,                     
|properties sold/ abandoned                                          
|Impairment of patents and intellectual property                     
|Common stock issued for compensation, rent and expenses             
|                                                                    
|Changes in Operating Assets and Liabilities:                        
|(Increase) decrease in prepaid expenses and other                   
|Increase (refund) of reclamation bond outstanding                   
|Increase ( decrease)  in accounts payable and accrued liabilities   
|Cash Flows used in Operating Activities                             
|                                                                    
|Cash Flows from Investing Activities:                               
|Purchases of plant & equipment                                      
|Acquisition of mineral properties                                   
|Total Cash Flows Provided by Investing Activities                   
|                                                                    
|Cash Flows from Financing Activities:                               
|Common stock issued for cash                                        
|Loan proceeds                                                       
|Advances (repayments) from  officers/directors/affiliates           
|Cash Flows from Financing Activities                                
|                                                                    
|Net Increase (Decrease) in Cash                                     
|                                                                    
|Cash at Beginning of Period                                         
|                                                                    
|Cash at End of Period                                               





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FRANKLIN RESOURCES, INC.

AND SUBSIDIARIES



NOTES TO FINANCIAL STATEMENTS



July 31, 2005



A.  BASIS OF PRESENTATION



The Interim financial statements of Franklin Lake Resources, Inc. and Subsidiaries (the Company) for the three months and the nine months ended July 31, 2005 and 2004 are not audited.  The financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America.



In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Companys financial position as of July 31, 2005 and the results of operations and cash flows for the three months and nine months ended July 31, 2005 and 2004.



The results of operations for the three months and nine months ended July 31, 2005 and 2004 are not necessarily indicative of the results for a full year period.





B.  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 period ended July 31, 2005 and July 31, 2004.



(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)    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 mining operations it has conducted to date.  The Company believes that its cash deposits could be totally refunded without significant additional expenditures to restore its mining properties.





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(d)    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.



(e)    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.



(f)    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 Standard No. 123 (SFAS 123) with respect to employee stock options,



(g)    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.



(h)    Fair Value of Financial Instruments



The respective carrying value of certain on-balance-sheet financial instruments approximated 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.





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Item 2  -  Management's Discussion and Analysis of Operations



Plan of Operation



We are continuing to work with Arrakis, Inc., a testing and consulting firm in Englewood, Colorado.  Roger Graham, vice president - operations of the company, has spent several weeks at its facility (and expects to continue) working directly with its staff to make sure they have correct and complete information on our situation and to develop an understanding of their techniques, technology, and processes.  We received the final report on its Phase 1 testing plan.  We believe this final report supports the preliminary report referred to in our Quarterly Report on Form 10-QSB for the fiscal quarter ended April 30, 2005, and supports our decision to proceed with Phase 2.  In addition to further testing, this will include preparation of engineering plans for integrating equipment from MR3 Systems, Inc. (with whom we are working on extracting precious metals from the playa) with our own equipment at our Amargosa production facility.  Depending on the results of the final testing, it may provide one or more alternative plans for such operations.  Phase 2 also includes assistance with preparation of applications for necessary EPA and other environmental permits to begin production on a pilot plant basis.  Although we had expected to receive the final testing results of Phase 2 by September 8, 2005, since the end of the period covered by this report, we have been informed by Arrakis that it was not able to meet that deadline and that it now expects to have the report by September 22, 2005.  We do not yet have an estimate of the time that will be required to complete the permit applications or of the time government agencies will require to process them, nor do we know what conditions, if any, they may impose on our proposed operations.



Item 3  -  Controls and Procedures



Evaluation of Disclosure of Controls and Procedures



As of the end of the period covered by this report, an evaluation was made by our chief executive officer, who is also our acting chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e), under the Securities Exchange Act of 1934 ("Act")).  Based on that evaluation, our chief executive officer, in that capacity and in his capacity as acting chief financial officer, concluded that these disclosure controls and procedures were effective as of that time.  In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f), under the Act) occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to affect, our  internal control over financial reporting.



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.







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PART  II



Item 4 - Submission of Matters to a Vote of Security Holders



Stockholders holding a majority of the outstanding shares of the Company's voting stock took the following actions, effective ____________, 2005, by written consent without a meeting:



M1  - They reelected the following persons as directors of the Company, for a term of one year and until their successors are chosen:  Father Gregory Ofiesh, Kamal Alawas, Stanley Combs, Paul Kaser, and William C. Tao, Ph.D.; and



M2  - They ratified the selection of Madsen & Associates CPAs, Inc., as auditor of the Company's financial statements for the current fiscal year, ending October 31, 2005.



Item 6 - Exhibits and Reports on Form 8-K



Exhibit No.                                    Description

--------------            ------------------------------------------------------------------------------------------------

31                        Rule 13a-14(a)/15d-14(a) Certifications



32                        Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)



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FORMS 8-K FILED DURING PERIOD COVERED BY REPORT



Filing Date            Subject

--------------            ------------------------------------------------------------------------------------------------

06-16-05                 Election of new director, setting of annual meeting date and location (Press Release

No. 2005-02)



06-28-05               Gold yield from concentration of playa material (Press Release No. 2005-03)



07-12-05                Notice of annual meeting



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FORMS 8-K FILED SUBSEQUENT TO PERIOD COVERED BY REPORT



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08-08-05                Information presented at annual meeting



08-10-05                MR3 Systems, Inc., agrees to finance completion of pilot plant at Amargosa facility and

larger plant (Press Release No. 2005-04)



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SIGNATURES



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



|Franklin Lake Resources Inc.
|----------------------------
|(Registrant)                
|                            
|Signature                   
|                            
|/s/ Fr. Gregory Ofiesh      
|Fr. Gregory Ofiesh          





























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