SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 AMENDMENT NO. 1

                                       TO

                                   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
                          --------------------------
                               (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 July 1, 2003, the issuer had outstanding 9,012,633 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.





                                      -1-
<PAGE>
                          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 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
                                                    =============  =============


                 See notes to consolidated financial statements


                                      -2-
<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 exploration 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)



                 See notes to consolidated financial statements


                                      -3-
<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>




                 See notes to consolidated financial statements



                                      -4-
<PAGE>
                         FRANKLIN LAKE RESOURCES, INC.
                   Notes to Consolidated Financial Statements
                                January 31, 2003

1. HISTORY

Franklin Lake Resources Inc. ("FKLR" or "Company") is an exploration stage
company with no mining operations or proven ore reserves. FKLR 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 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,ending
the Company's legal ties to Canada, except that it remained a reporting issuer
in British Columbia and Alberta and required to file periodic reports, until
March 13, 2003, when it was granted an order ceasing such status.

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 exploration 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, partially processed mineralized material, 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
acquired from Xenolix and re-assembled it as a new pilot plant at a new facility
at Amargosa, Nevada, approximately 25 miles from Franklin Lake.


The Company is an exploration stage company as defined in SEC Industry Guide 7 -
Description of Property by Issuers Engaged or to Be Engaged in Significant
Mining Operations. 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 Franklin Lake playa sediments and of concentrate from bottom
ash it obtained from Xenolix and processed in its testing plant.



                                      -5-
<PAGE>

The Company has sold common stock from time to time 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. 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 Registration
Statement has not become effective and no shares have been offered or sold under
it.


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 and exploring its mineralized
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.



                                      -6-
<PAGE>

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, and anticipates that its cash deposits will be totally
refunded without significant additional expenditures.

Equipment used in mineral exploration has been depreciated over a 5-year life on
the straight-line method. 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. Company personnel and independent
consultants of the Company who have experience with, but are not experts in, the
type of equipment concurred in the reasonableness of the valuations, but the
Company did not obtain any appraisals or other expert valuations.

 (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 former expires on December 15, 2017, and the
latter expires on January 29, 2019.

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 value 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 is 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."



                                      -7-
<PAGE>

(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.


(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 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.


(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


                                      -8-
<PAGE>

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.


(l) Reverse Stock Split

Pursuant to a resolution of the board of directors and a vote of shareholders, a
consolidation of the Company's common shares took effect on January 9, 2002, in
which one new share was issued for every 10 outstanding shares. In the
consolidated statements of operations and the Consolidated Statement of
Shareholders' Equity (Deficiency) to which these notes relate, historical
references to the Company's common shares and per-share amounts, and derivative
securities convertible into common shares, as well as ratios and other
calculations based on such shares and derivatives, have been adjusted where
appropriate to give effect to the share consolidation.


3. VALUATION OF SHARES ISSUED

The company is thinly capitalized; the volume of buying and selling of its
shares is low and the price of its shares is highly volatile. The company
believes that the cost and speculative nature of a public offering make such an
offering unwise and impractical. The company is, therefore, limited to raising
capital through occasional private offerings of its securities. The prices and
other terms of shares sold for cash have been determined by negotiations between
the company and the investors. Management attempts to obtain the highest price
per share possible, but selling shares of a company with a long history of not
producing any revenue at all has proven to be very difficult-at any price.
Investing in the company's stock is highly speculative, so willing investors
usually demand warrants as a further inducement to purchase the stock.


With respect to each issuance of its securities, the Company believes that the
prices and values received in the respective transactions were fair at the times
they were entered into. Although it cannot give a specific weight to any
individual item, the factors the Company considers in such determinations
include: the high suitability standard for investors; the fact that the shares
will be restricted from resale for at least one year, the number of persons
willing to invest, the prices investors are willing to pay, the speculative and
risky nature of the investment, the fact that additional investments will still
be needed before the company is able to begin production (if it is ever able to
do so), 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.



                                      -9-
<PAGE>

Periodic advances to the Company to cover daily operations over the past two
years, management services to the company, rent for company office space, and
rent for the facility at Amargosa, Nevada, all received from the president of
the Company (the management services and rent are not payable in cash, but only
in shares of company stock), may be exchanged for shares in connection with any
offering of securities, upon the same terms as offered to other investors.
2,000,000 Shares were issued to the president in exchange for such 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. In other transactions, 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 value of the
consideration given by other parties was intangible and did not have a
determinable market value; the value of the shares given was also difficult to
determine given the volatility of the price of the shares and the Company's
uncertain future. The parties had an established business relationship for
approximately 10 years and, when they entered into the transaction, did not
discuss money or the value of the shares; essentially, they just agreed that the
number of shares would be fair consideration. After the transaction was
concluded, in order to record the transaction on its books, the Company
determined that the only values that could be determined had to be based on the
value of the Company's shares as traded in the market. To this end, they
determined that the fair market value of the stock should be determined as being
the average price of the shares for the prior 10 days, which was $0.63 Per
share, giving the transaction a total value of $65,450.

The Company also issued 1,202,657 shares (plus warrants) to Xenolix, in exchange
for certain assets. Again, the values of the assets acquired and the shares
given in exchange were difficult to value; in particular, there was some
uncertainty as to whether the processes covered by the patents and the other
intellectual property acquired would actually work (if the company could not
make an affirmative determination within a specified period of time, it had the
right to cancel the warrants). The parties also wanted the shares given to
Xenolix to be a significant number so the shareholders of Xenolix would continue
as shareholders of the Company and not sell their stock in either company and
disrupt the market (it was expected that, after the transaction was completed,
Xenolix would dissolve and distribute the Company shares it acquired to its
shareholders). For accounting purposes, the company followed the same procedure
as the prior transaction. It determined that the average price of the shares for
the prior 10 days was $1.08 per share, giving the transaction (i.e., the value
of assets acquired) a total value of $1,297,790.

The Company allocated this purchase price based on the relative values of the
assets acquired, as follows: (i) it valued the mining equipment at $109,998, the
value on the Xenolix books (the technical personnel at both companies said that
this amount would approximate the market value of the equipment); (ii) it valued
the inventories of precious metals and concentrated ores at $25,000, which it
estimated would approximate its fair value; and (iii) it valued the patents and
other intellectual property at $1,162,792, being the difference between those
two amounts and the total value. The realization of the Company's investment in
these assets will be dependent upon the ability of the Company to raise future
capital and to develop its current process to the point that it can produce a
product that can be sold in commercial quantities and at a profit.




                                      -10-
<PAGE>

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 sampling
and testing facility, from its president, as summarized in the table below. The
management services, office space, and land and buildings are payable only in
shares of Company stock, not in cash.



Rents and Fees Paid to Officer.

The Company has received cash advances, management services, office space
(including supplies and overhead), and land and buildings for its new sampling
and testing 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.


                                                     ----Quarter Ending-----
                                                      1/31/2003    1/31/2002
                                                     ----------   ----------


Balance owed at the beginning of the period           $  9,017    $ 202,209

  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
  Testing facility rent at $1,250 per month              3,750            0
                                                     ----------  -----------
  Obligations incurred during the period                21,750       18,000
                                                     ----------  -----------
  Balance owed at end of period                       $ 30,767    $ 220,209
                                                     ==========  ===========

  Legal fees paid to officer                          $  8,000    $  12,200
                                                     ==========  ===========



Litigation with former Director and Executive Officer

On January 21, 1998, the Company had agreed to loan Jimmy John, then director,
chairman of the board, and president of the Company, but now neither a director
nor an officer, CDN$733,107 (US$467,780) to exercise existing warrants held by
him for shares in the Company. The transaction did not involve any cash, but an
issuance of shares in exchange for a note. The loan is now due but unpaid and
the Company has filed suit against Mr. John for payment of the amount due. Mr.
John has filed a defense and counterclaim denying any and all liability to the
Company and demanding CDN$19,631 (US$12,527) as reimbursement for legal expenses
and an unspecified amount as damages. The suit remains pending, while the


                                      -11-
<PAGE>

Company and its lawyers determine whether the likely amount of a possible
recovery warrants the continuing to invest its limited resources in the
litigation. The Company has written off the receivable (as of October 31, 2001),
and believes it is unlikely either to obtain a substantial judgment against Mr.
John or to be found liable for a substantial amount to him.

Sale of Property to a Director and Executive Officer


During the fiscal year ended October 31, 1999, the Company's ore testing
facilities were located on a leased property near Death Valley Junction,
California. The Board of Directors resolved to sell its then-unused Amargosa
Valley property (known as "the Farm") to raise cash to fund its ongoing
exploration and testing activities on its nearby Franklin Lake playa property.
The then-President of the Company, Robert Gardner, contacted a number of area
real estate brokers to ascertain the approximate market value of the property
with the intention of listing it for sale. Father Gregory Ofiesh, then a
director and shareholder but not an executive officer, offered to purchase the
Farm for $125,000 to be used as a possible site for processing ore samples. The
Company returned a counter offer, accepting the price but proposing that the
Company be permitted to continue to store ores and equipment on the property.
Ultimately, the Board of Directors approved the sale on January 12, 2000, with
Fr. Ofiesh declaring his interest in the transaction and abstaining from the
vote, together with three directors nominated by Fr. Ofiesh. The sale was
completed on February 1, 2000, for a cash payment of $125,000 payable at
closing, with transaction costs borne by the buyer and the seller retaining a
limited right to store ore samples on the property. The Company subsequently
leased the entire property from Fr. Ofiesh for a three-year term at $1,250 per
month, renewable for a second three-year term. The rents are payable in shares
of the common stock of the Company, not in cash. Owing to insufficient detail in
the Company's record archives, it was not able to make a reasonable
determination of the costs of acquisition of the property, improvements made to
the property, or the value on the Company's books at the time of the sale.
Therefore, the Company cannot determine the amount of any possible gain or loss
on the sale of the property.


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:



                                      -12-
<PAGE>

Summary of Options Outstanding:
                                                                   Average
                                                Number of          Exercise
                                                 Shares             Price
                                             ---------------- ------------------
      Balances outstanding; October 31, 2002       162,000           0.45
                                      Issued             0              -
                                     Expired       (15,000)          0.85
                                             ----------------
      Balances outstanding; January 31, 2003       147,000           0.41
                                             ================


<TABLE>
<CAPTION>
                                                 Number
                                              Outstanding &        Average              Exercise
                                                Issuable       Contractual Life           Price
                                             ---------------- ------------------ --------------------

Exercise Prices:
                       $.65 on March 24,2003        22,000            0.17              $ 0.65
                     $.37 on October 22,2005       125,000            2.40              $ 0.37

                                             ---------------- ------------------ --------------------
                          Total and averages       147,000            2.07              $ 0.41
                                             ================ ================== ====================



                                                Number of
                                             Shares Subject        Exercise            Expiration
                                             to Stock Options       Price                 Date
                                             ---------------- ------------------ ----------------------
                      Five current directors      125,000             0.37           October 22, 2005
                             Former Director       15,000             0.65             March 24, 2003
                             Former Director        7,000             0.65             March 24, 2003
                                             ----------------
                                                  147,000
                                             ================
<S>     <C>
</TABLE>



                                      -13-
<PAGE>
<TABLE>
<CAPTION>

Summary of Warrants Outstanding:
                                              Outstanding &        Average              Average
Exercise Price:                                 Issuable       Contractual Life      Excerise Price
                                             ---------------- ------------------ ----------------------
                    0.25                        2,400,000         6 months                0.25
                    1.00                          100,000         6 months                1.00
                    1.08                        1,201,657           (1)                   1.08
                    1.08                        1,201,657           (2)                   1.08
                                             ----------------
                                                4,903,314
                                             ================

                                                Number of
                                             Shares Subject        Exercise            Expiration
                                               to Warrants          Price                 Date
                                             ---------------- ------------------ ---------------------
             Pursuant to contract w/ Xenolix    1,201,657             1.08                 (1)
             Pursuant to contract w/ Xenolix    1,201,657             1.08                 (2)
Prior mineral claims- Lounsbury & associates      100,000             1.00            April 30, 2003
                                   Directors    2,400,000             0.25            April 30, 2003
                                             ----------------
                                                5,403,314
                                             ================
<S>     <C>
</TABLE>

---------------
(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 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
per share, the fair market value on the date of the grant. The Company 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.


                                      -14-
<PAGE>

 6. ASSET ACQUISITION AGREEMENT WITH 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, ore processing equipment and 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 date of execution of
the agreement. The 6-month warrant was scheduled to expire on October 9, 2002,
and the 12-month warrant is scheduled to expire on April 9, 2003, but the
Company has agreed that it will extend the 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
                                      ============


During 2002, the Company sold precious metals on three occasions. In each case,
the Company shipped concentrate to a refiner, the refiner then extracted
precious metals from the material and purchased them. Details of the sales are
as follows:


                                      -15-
<PAGE>

<TABLE>
<CAPTION>
       Date            Metal      Ounces       Price          Amount      Refiner Fees    Proceeds
    -------------- ------------ ---------- -------------  -------------- -------------- --------------
    <S>                <C>         <C>          <C>          <C>            <C>            <C>
    2/14/02(1)         Au           6.467        299.00        1,933.63
                       Ag           2.291          4.51           10.33
                       Pt           6.659        480.00        3,196.32
                                                               5,140.28       1,040.31       4,099.97
                                                          --------------

    5/18/02(2)         Pd          14.821        378.00        5,602.34         716.78        4885.56
                                                          --------------
    9/18/02(2)         Au          23.986        318.80        7,646.74
                       Pt          13.829        553.00        7,647.44
                       Pd          12.086        336.00        4,060.90
                                                          --------------
                                                              19,355.08       2,228.89      17,126.19
                                                          -------------- -------------- --------------
                                           Totals             30,097.70       3,985.98      26,111.72
                                                          ============== ============== ==============
</TABLE>
----------------
(1)  The original source of the processed material was silica from Franklin Lake
(2)  The original source of the processed material was fly ash purchased from
     Xenolix Technologies.


7. INCOME TAXES

No provision for income taxes has been made for the periods 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  $         -   $         -
                                            ============= =============


                                      -16-
<PAGE>

8. RESCISSION

In connection with its redomiciliation from Canada to the U.S., the Company
exchanged shares in a Nevada corporation, newly-created for the purpose, for
shares in the Canada corporation. Relying on the advice of its securities
counsel, the Company did not register the Nevada shares under the Securities Act
of 1933. Subsequently, the Company received advice that the shares offered in
the exchange should in fact have been registered prior to issue. Accordingly,
the Company intends to file a registration statement with respect to the shares,
under which certain current shareholders will be offered a right (called a
"rescission right") to sell their shares to the Company at their fair value as
of the date of their issue. The Company will determine the fair value.

The rescission right will be offered to shareholders of record on January 3,
2002, the effective date of the share exchange, who were not also shareholders
on September 6, 2001, the record date for the special meeting at which
shareholders approved the redomiciliation proposal and were entitled to
dissenters' rights under Canadian law.

Shareholders who were officers, directors, or affiliated persons of the Company
on, or within one year prior to, September 6, 2001 will not be offered
rescission. Further, the offer will extend only to those shares held by
qualifying shareholders as of the applicable dates, and not to shares acquired
or transferred subsequently by the shareholder.

In arriving at the fair value, the company will consider a number of factors,
including the book value of the shares on October 31, 2001 and January 9, 2002
(both nominal), the assets that would have been available to shareholders filing
claims on those dates, the recent bid and sale prices on the OTC Bulletin Board
immediately prior to those dates, the limited trading volume and consequent lack
of liquidity in the stock, and the prices received by the Company in its most
recent private placement sales prior to October 31, 2001, and January 9, 2002.
The Company has no way of knowing whether price it determines to be the fair
value will be more or less than the prices the shareholders paid for their
stock.

The Company cannot predict the number of shareholders who will accept the
rescission offer, or the consequent impact on the Company's finances. The
Company notes, however, that in accordance with the Canadian law governing the
redomiciliation transaction, substantially the same shareholders were offered a
substantially similar opportunity under Canada's "dissenters' rights" statute,
and no shareholder tendered shares for purchase. Nevertheless, if a substantial
number of shares were to be tendered under the current rescission offer, 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 and analysis should be read in conjunction with the
Company's unaudited financial statements, including the notes thereto.



                                      -17-
<PAGE>

FORWARD-LOOKING STATEMENTS

This Report contains "forward-looking statements." Forward-looking statements
involve known and unknown risks and uncertainties that may cause the company's
actual results in future periods to differ materially from forecasted results.
These may include statements contained under "Risk Factors," "Management
Discussion and Analysis," and "Business." The following statements are or may
constitute forward-looking statements:

o    statements before, after, or including the words "may," "will," "could,"
     "should," "believe," "expect," "future," "potential," "anticipate,"
     "intend," "plan," "estimate," or "continue," or the negative or other forms
     of these words; and

o    other statements about matters that are not historical facts.


We may be unable to achieve future results covered by the forward-looking
statements. The statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from the future results
that the statements express or imply. Please do not put undue reliance on these
forward-looking statements, which speak only as of the date of this Annual
Report. In particular, as an exploration state company, our future is highly
uncertain.

Although it is important for you to be aware of these limitations regarding
forward-looking statements, our disclosure of them does not limit the liability
of our officers, directors, control persons, or promoters under the U.S.
securities laws for material inaccuracies in, or omissions from, this Report.

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.

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.



                                      -18-
<PAGE>

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 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.

                           PART II - OTHER INFORMATION

Item 1.            LEGAL PROCEEDINGS

None



                                      -19-
<PAGE>

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
1/13/03         Cash                   200,000        0.25*         50,000
*Sold pursuant to an option.


The shares were sold to two individuals without registration in reliance on the
exemption authority provided in Section 4(2) of the Securities Act of 1933, as
amended. The purchasers of the shares represented themselves in writing to be,
and the company believes them to be, members of one or more of the following
classes:

     a.   Officers, directors, promoters or control persons of the issuer; or
     b.   Individuals who:
          i.   Are knowledgeable and sophisticated in investment matters;
          ii.  Are able to assess the risks of an investment such as in our
               securities;
          iii. Are financially able to bear the risk of a loss of their entire
               investment; and
          iv.  Have access to pertinent information regarding the issuer and its
               operations.

The shares are subject to the resale provisions of Rule 144 and may not be sold
or transferred without registration except in accordance with Rule 144.
Certificates representing the securities bear a legend to that effect.

Item 3. DEFAULTS ON SENIOR SECURITIES

None.

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

None.

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

February 7, 2003
March 6, 2003



                                      -20-
<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:  July 10, 2003                     /s/ Father Gregory Ofiesh
                                          ---------------------------------
                                          President, Chief Executive Officer,
                                          Chief Financial Officer, and Director




                                      -21-
<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: July 10, 2003

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

                                      -22-
<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: July 10, 2003

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

                                      -23-