**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      DC 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 April 30, 2007**Or ̈
            lll
                Transition Report Pursuant to Section 13 or 15(d) of the Exchange
                ActFor
                the Transition Period fromto**Commission
              File Number
              000-21812**










**FRANKLIN
      LAKE RESOURCES INC.**


(Exact
      name of Registrant as specified in its charter)





**Nevada**
            **52-2352724**(State
                of Incorporation)
            (I.R.S.
                Identification Number)**172
                Starlite Street, South San Francisco, CA
                94080**
            **650-588-0425**(Address
                of principal executive office)
            (Telephone)N/A(Former
                name, address, and fiscal year,if
                changed since last report)





Check
      if
      issuer (1) filed all reports required to be filed by Section 13 0r 15(d) of
      the
      Exchange Act during
      the past 12 months, and (2) has been subject to such filing requirements for
      the
      past 90 days





x Yes  ̈ No





Check
      if
      issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act)




 ̈ Yes x No








Applicable
      only to issues involved in bankruptcy proceedings during the preceding five
      years N/A
      .





Applicable
      only to corporate issuers -- Indicate the number of shares outstanding of each
      of Issuer's classes
      of common stock as of the latest practicable date 18,034,745
      shares as of April 30, 2007 .





Transitional
      small business disclosure format  ̈ Yes x No











-
          1
          -


**PART
      I -- FINANCIAL STATEMENTS**





Item
      1
      -- Financial Statements




**FRANKLIN
                LAKE RESOURCES, INC.****(An
                Exploration Stage Company)****Balance
                Sheet**(Unaudited)April
                30,ASSETS
            
            2007Current
                Assets:Cash
            
            $
            3,510Total
                Current Assets
            
            
            3,510Fixed
                Assets:Office
                furniture
                & equipment
            
            
            34,801Accumulated
                depreciation
            
            
            (30,101
            )Total
                Fixed Assets
            
            
            4,700Other
                Assets:Reclamation
                bond-
                net of estimated reclamation costs
            
            
            19,867Water
                Rights
            
            
            6,250Total
                Other
                Assets
            
            
            26,117Total
                Assets
            
            $
            34,327LIABILITIES
                & SHAREHOLDERS' EQUITYCurrent
                Liabilities:Accounts
                payable
                and accrued liabilities
            
            
            14,638Advances
                from
                officer/shareholder
            
            
            43,500Total
                Current Liabilities
            
            
            58,138Stockholders'
                (Deficit):Preferred
                Stock,
                $.001 par value; authorized 5,000,000 shares;no
                preferred shares
                outstandingCommon
                Stock, $.001
                par value; authorized 45,000,000 shares;18,034,745
                issued and outstanding at April 30, 2006
            
            
            18,034Additional
                Paid-In Capital
            
            
            32,179,731Deficit
                accumulated during development stage
            
            
            (32,221,576
            )Total
                Stockholders' (Deficit)
            
            
            (23,811
            )Total
                Liabilities and Stockholders' (Deficit)
            
            $
            34,327See
                accompanying notes to the financial
                statements


-
            2
            -




**FRANKLIN
                LAKE RESOURCES, INC.****(An
                Exploration Stage Company)****Statements
                of Operations**(Unaudited)3
                months ended April 30
            
            6
                months ended April 302007
            
            2006
            
            2007
            
            2006
            
            Cumulative
                from date of Inception (May 23, 1986)
              to
                April 30, 2007RevenuesMaterial
                processing fees
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            4,585Total
                Revenue
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,585Expenses:Mineral
                exploration costs
            
            
            14,544
            
            
            48,552
            
            
            88,161
            
            
            98,470
            
            
            16,395,884Depreciation/amortization
                expenses
            
            
            -
            
            
            10,119
            
            
            -
            
            
            20,238
            
            
            3,720,244General
                and administrative
            
            
            38,785
            
            
            36,236
            
            
            181,039
            
            
            71,012
            
            
            10,995,039Impairment
                of patents & intellectualproperty
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,162,792Total
                Expenses
            
            
            53,329
            
            
            94,907
            
            
            269,200
            
            
            189,720
            
            
            32,273,959Other
                Income:Gain
                on sale of equipment
            
            
            
            
            
            
            
            
            
            
            21,587Precious
                metal sales
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            26,211Net
                Loss
            
            
            (53,329
            )
            
            (94,907
            )
            
            (269,200
            )
            
            (189,720
            )
            
            (32,221,576
            )Weighted
                Average SharesCommon
                Stock Outstanding
            
            
            17,934,745
            
            
            14,811,953
            
            
            17,834,745
            
            
            14,811,953Net
                Loss Per Common Share(Basic
                and Fully Diluted)
            
            $
            (0.00
            )
            $
            (0.01
            )
            $
            (0.02
            )
            $
            (0.01
            )See
                accompanying notes to the financial
                statements


-
            3
            -




**FRANKLIN
                  LAKE RESOURCES, INC.****(An
                  Exploration Stage Company)****Statements
                  of Cash Flows**(Unaudited)Cumulative
                  fromdate
                  of inception6
                  months ended April 30,
              
              (May
                  23,1986) to2007
              
              2006
              
              April
                  30, 2007Cash
                  Flows used in Operating Activities:Net
                  Loss
              
              $
              (269,200
              )
              $
              (189,720
              )
              $
              (32,221,576
              )Adjustments
                  to reconcile net loss to net cashProvided
                  by operating activities:Amortization
                  / depreciation
              
              
              
              
              
              20,238
              
              
              3,720,244Proceeds
                  - net book value of equipment, licenses, propertiesSold/
                  abandoned
              
              
              
              
              
              -
              
              
              2,621,265Gain
                  on sale of plant equipment
              
              
              
              
              
              
              
              
              (21,587
              )Impairment
                  of patents & intellectual property
              
              
              
              
              
              
              
              
              1,162,792Stock
                  based compensation
              
              
              148,476
              
              
              
              
              
              148,476Common
                  stock issued for compensation, rent and expenses
              
              
              -
              
              
              43,500
              
              
              839,823Changes
                  to Operating Assets and Liabilities:(Increase)
                  decrease in prepaid expenses
              
              
              -
              
              
              -
              
              
              -(Increase)
                  refund of reclamation bonds outstanding
              
              
              -
              
              
              -
              
              
              (19,867
              )Increase
                  in advances from officer/shareholder
              
              
              43,500
              
              
              
              
              
              43,500Increase
                  (decrease) in accounts payable and accrued liabilities
              
              
              (14,258
              )
              
              (2,459
              )
              
              14,638Net
                  cash used in operations
              
              
              (91,482
              )
              
              (128,441
              )
              
              (23,712,292
              )Cash
                  Flows used by Investing Activities:Purchases
                  of plant & equipment
              
              
              (4,700
              )
              
              -
              
              
              (884,779
              )Sale
                  of plant equipment
              
              
              
              
              
              
              
              
              50,000Acquisition
                  of water rights
              
              
              
              
              
              
              
              
              (25,000
              )Disposal
                  of water rights
              
              
              18,750
              
              
              
              
              
              18,750Acquisition
                  of mineral properties
              
              
              -
              
              
              -
              
              
              (2,152,077
              )Total
                  Cash Flows Used by Investing Activities
              
              
              14,050
              
              
              -
              
              
              (2,993,106
              )Cash
                  Flows from Financing Activities:Common
                  stock issued for cash
              
              
              25,000
              
              
              151,200
              
              
              23,992,611Loan
                  proceeds
              
              
              
              
              
              
              
              
              2,202,407Advances
                  (Repayments) of debt - affiliates
              
              
              20,000
              
              
              
              
              
              513,890Cash
                  Flows from Financing Activities
              
              
              45,000
              
              
              151,200
              
              
              26,708,908Net
                  Increase (Decrease) in Cash
              
              
              (32,432
              )
              
              22,759
              
              
              3,510Cash
                  at Beginning of Period
              
              
              35,942
              
              
              8,652
              
              
              -Cash
                  at End of Period
              
              $
              3,510
              
              $
              31,411
              
              $
              3,510Supplemental
                  Non-Cash Financing Activities:Common
                  Stock issued for compensation and rent
              
              
              
              
              $
              43,500
              
              $
              880,079Stock
                  based compensation
              
              $
              148,476Common
                  Stock issued for licenses
              
              
              
              
              
              
              
              
              136,080Common
                  Stock issued for subsidiaryacquisition-mineral
                  properties & equipment
              
              
              
              
              
              
              
              
              2,286,576Common
                  Stock issued for mineral properties
              
              
              
              
              
              
              
              
              1,198,075Common
                  Stock issued for equipment
              
              
              
              
              
              
              
              
              1,297,718Common
                  Stock issued to acquire Xenolix assetsnet
                  of $25,000 expensed $1,162,792 Xenolix patents andtechnologies
                  $109,978 capitalized as equipment
              
              
              
              
              
              
              
              
              1,272,790Cancellation
                  of shares issued to Xenolix
              
              
              
              
              
              
              
              
              -Equipment
                  returned to satisfy debt , payables
              
              
              
              
              
              
              
              
              1,299,872Interest
                  Paid
              
              
              
              
              
              
              
              
              68,851Income
                  Taxes Paid
              
              
              
              
              
              
              
              
              4,078See
                  accompanying notes to the financial statements


-
            4
            -


**FRANKLIN
      LAKE RESOURCES, INC.**


(An
      Exploration Stage Company)


**Notes
      to Interim Financial Statements**


**April
      30, 3007**




**1.
      HISTORY**





Franklin
      Lake Resources Inc. ("FKLR" or "Company") was originally incorporated in British
      Columbia under the Canada Business Corporations Act on May 23, 1986, with its
      principal place of business in Vancouver. In the year 2000, the Company 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 United States.
      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. 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
      processes for extracting them from the earth, and, if warranted, developing
      sites for possible development. The Company's principal property consists of
      58
      placer association claims, covering approximately 8,000 acres, at Franklin
      Lake,
      near Death Valley Junction, California.





The
      Company is an exploration stage company as defined in Statement on Financial
      Accounting Standard No. 7 (SFAS 7) (Accounting and Reporting by Development
      Stage Companies). Further, as a “reporting company”  pursuant
      to the Securities Exchange Act of 1934, as amended, the Company’s financial
      reports include  the
      information required by provisions of Regulation S-X under that Act, and
      specifically Industry Guide 7 therein, applicable to the companies engaged
      in
      mineral exploration and development.





**Basis
      of Presentation**





The
      Interim financial statements of the Company for the three months and six months
      ended April 30, 2007 were 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.





These
      financial statements reflect all adjustments that, in the opinion of management,
      are necessary to present fairly the results of operations for the interim
      periods presented. All adjustments are of a normal recurring nature, unless
      otherwise disclosed.





**2.
      SIGNIFICANT ACCOUNTING POLICIES**





(a)
            Accounting
                Methods





The
      Company recognizes income and expense based on the accrual method of
      accounting.







-
          5
          -


**FRANKLIN
      LAKE RESOURCES, INC.**


(An
      Exploration Stage Company)


**Notes
      to Interim Financial Statements**


**April
      30, 2007**





(b)Use
        of
        Estimates


The
      preparation of 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)  Dividend
      Policy





The
      Company has not adopted a policy regarding the payment of dividends and does
      not
      anticipate payment of dividends in the future.





(d)  Mineral
      Properties and Equipment





The
      Company has expensed the costs of acquiring and exploring its properties during
      the periods in which they were incurred, and will continue to do so until it
      is
      able to determine that commercially recoverable ore reserves are 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 has significant environmental, rehabilitation or restoration
      expenses for the exploration operations it has conducted to date. The Company
      believes that its cash deposits could be refunded without significant additional
      expenditures to restore its exploration properties. The Company has not recorded
      an increase in the estimated recoverable deposits until it has received a more
      formal notification of its reduced exposure to environmental, rehabilitation,
      and restoration expenses. The Company has a deposit in the amount of $58,000
      available to cover reclamation costs. The Company has reflected a net
      recoverable value of $19,867 based upon estimates of those costs. The Company
      will reflect an increase in the value of its deposits when it is able to reduce
      them based upon regulatory approvals and a refund of its deposit.





(e)  Basic
      and
      Dilutive Net Income (Loss) Per Share





Basic
      net
      income (loss) per share amounts are computed based on the weighted average
      number of shares actively outstanding in accordance with SFAS 128 “Earnings Per
      Share.” Diluted net income (loss) per share amounts are computed using the
      weighted average number of common shares and common equivalent shares
      outstanding as if shares had been issued on the exercise of any common share
      rights unless the exercise becomes antidultive and then only the basic per
      share
      amounts are shown in the report.





(f)  Comprehensive
      Income





The
      Company adopted SFAS 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.





(g)  Stock
      Based Compensation





On
      November 1, 2006 the Company adopted SFAS 123, Share-Based Payments (SFAS 123R),
      which requires the measurement and recognition of compensation expense for
      all
      share-based awards made to employees and directors based on estimated fair
      values. In March 2005, the Securities and Exchange Commission issued Staff
      Accounting Bulletin 107 (SAB 107) relating to SFAS 123(R) regarding the adoption
      of the provisions of SFAS 123(R). The Company has applied the provisions of
      SAB
      107 in its adoption of SFAS 123(R) using the modified prospective transition
      method, which requires the application of the accounting standards beginning
      in
      fiscal years ended after December 15, 2005. The Company’s interim financial
      statements for the three and six months ended April 30, 2007 reflect the impact
      of SFAS 123(R). In accordance with the modified prospective transition method,
      the Company’s financial statements for prior periods do not include the impact
      of SFAS 123(R).





Stock
      compensation expense recognized during the period is based on the value of
      share-based awards that are expected to vest during the period. Stock
      compensation expense during the period also includes compensation expense for
      share-based awards that vested in a prior period but that had not been
      recognized as compensation expense in the prior period financial
      statements.





-
          6
          -


**FRANKLIN
      LAKE RESOURCES, INC.**


(An
      Exploration Stage Company)


**Notes
      to Interim Financial Statements**


**April
      30, 2007**




(h)  Income
      Taxes





The
      Company utilizes the liability method of accounting for income taxes. Under
      the
      liability method, deferred tax assets and liabilities are determined based
      on
      the differences between financial reporting and the tax bases of the assets
      and
      liabilities and are measured using the enacted tax rates and laws that will
      be
      in effect, when the differences are expected to reverse. An allowance against
      deferred tax assets is recognized when it is more likely than not, that such
      tax
      benefit will not be realized. On April 30, 2007, the Company had net operating
      losses to be carried forward in the amounts of approximately $31,000,000. The
      tax benefit of approximately $4,650,000 at April 30, 2007 has been fully offset
      by a valuation reserve because the use of the future benefit is doubtful since
      the Company has not generated taxable income since inception. The net operating
      loss expires starting 2006 through 2027.









(i)  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, accounts payable and accrued liabilities,
      amount due to a director and loan payable.





(j)  Recent
      Accounting Pronouncements





The
      Company does not expect that the adoption of other recent account pronouncements
      will have a material effect on its financial statements.





(k)  Revenue
      Recognition





Revenue
      will be recognized on the sale and delivery of a product or the completion
      of a
      service provided.





(l)  Statement
      of Cash Flows





For
      the
      purposes of the statement of cash flows, the Company considers all highly liquid
      investments with a maturity of three months or less to be cash
      equivalents.





(m)  Financial
      and Concentration Risk





The
      Company does not have any concentration or related financial credit
      risk.




-
          7
          -





**FRANKLIN
      LAKE RESOURCES, INC.**


(An
      Exploration Stage Company)


**Notes
      to Interim Financial Statements**


**April
      30, 2007**











**3.
      COMMON STOCK**





The
      trading volume of the Company’s shares is low and the price per share is highly
      volatile based upon relatively small amounts of trading activity. The price
      of
      shares in sales by the Company for cash and the values of shares issued in
      other
      transactions are determined by private negotiations between the parties
      involved. The Company issued 200,000 shares to the President through the
      exercise of warrants for cash in the amount of $20,000. The Company also
      issued 100,000 shares with 100,000 warrants to an individual (already a
      stockholder) for cash in the amount of $25,000. These warrants allow the
      individual to purchase up to an additional 100,000 shares at an exercise
      price of $0.25 per share. These warrants expire on February 29, 2008.





**4.
      RELATED PARTY TRANSACTIONS AND OPERATING LEASES**





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







-
          8
          -


**FRANKLIN
      LAKE RESOURCES, INC.**


(An
      Exploration Stage Company)


**Notes
      to Interim Financial Statements**


**April
      30, 3007**





**5.
      STOCK OPTIONS & WARRANTS**





The
      Company accounts for its stock options and warrants in accordance with SFAS
      123(R) which was adopted by the Company on November 1, 2006. The Company granted
      certain employees’ stock options in consideration of past services and as an
      incentive for future services.  All options were vested immediately
      and are exercisable at a price equal to the fair market value on the date of
      the
      grant. As of April 30, 2007, there were 1,769,230 options and 2,600,000 warrants
      outstanding, 2,500,000 of which were held by the President of the Company. 
Prior to January 31, 2007, the Company had 819,500 warrants scheduled to expire
      on January 31, 2007, and 1,127,500 to expire on April 30, 2007 and a total
      of
      753,000 to expire on July 31,2007, and October 31, 2007.  In January the
      board extended the expiration dates of all such warrants for one year.


The
      Company makes a determination of the estimated fair value of share-based awards
      using the Black-Scholes option-pricing model. The Black-Scholes model is
      affected by the Company’s stock price as well as assumptions regarding certain
      complex and subjective variables. These variables, include, but are not limited
      to, the Company’s expected stock price volatility over the term of the awards
      and the actual and projected employee stock option exercise
      behaviors.





Prior
      to
      the adoption of SFAS 123(R), the Company accounted for share-based awards to
      employees and directors using the intrinsic value method in accordance with
      Accounting Principles Board Opinion 25 (APB 25). Under APB 25, when the exercise
      price of the employee stock options is equal to the estimated market price
      of
      the stock on the date of the grant, no compensation expense is recorded. All
      of
      the employee stock options issued by the Company prior to November 1, 2006
      were
      issued under that criteria. The Company had previously adopted the
      disclosure-only provisions of SFAS 123 with respect to share-based payments.





Utilizing
      the Black-Scholes option-pricing model, the share-based compensation expense
      for
      the interim period ended January 31, 2007 totaled $ 148,476. There was no
      share-base compensation expense recognized during the three months ended April
      30, 2007.







**6.
      METALS EXTRACTION AGREEMENT**





On
      November 30, 2004, the Company entered into a Metals Extraction Agreement with
      MR3 Systems, Inc. (MR3) whereby both parties agreed to jointly expand and
      operate a facility at the “Amargosa” site to process Source Material from
      Franklin Lake Playa in order to extract precious metals for sale to refiners
      and
      other third parties. As part of the agreement MR3 was to obtain financing to
      construct and operate the facility. MR3 had represented to the Company that
      it
      had developed the technology necessary for such extraction.





Subsequent
      to the end of the fiscal year on October 31, 2005, management of the Company
      made a determination that MR3 had not met its obligations under the agreement.
      On November 21, 2005 management sent a letter to MR3 in which the Company
      terminated the agreement. As of March 10, 2006, MR3 has not given the Company
      any notice that it disagrees with any of the facts or conclusions in the letter
      or that it disputed the termination.





**7.
      GOING CONCERN**





The
      accompanying consolidated financial statements have been prepared in conformity
      with generally accepted accounting
      principles, which contemplate continuation of the Company as a going
      concern.





The
      Company has incurred losses since its inception and has not yet been successful
      in establishing profitable operations. These factors raise substantial doubt
      about the ability of the Company to continue as a going concern. Continuance
      of
      the Company as a going concern is dependent upon obtaining additional working
      capital through loans and/or additional sales of the Company’s common stock.
      There is no assurance that the Company will be successful in raising this
      additional capital or achieving profitable operations. The accompanying
      financial statements do not include any adjustments that might result from
      the
      outcome of these uncertainties.






**[END
      OF NOTES TO FINANCIAL STATEMENTS]**





-
          9
          -





Item
      2
      -- Management's Discussion and Analysis or Plan of Operation








In
      April
      2006, we filed an application for our pilot plant testing facility in Amargosa
      Valley, Nevada, with the State's Division of Environmental Protection. In
      addition to routine  questions
      and requests for additional information, they also required that we verify
      that
      we will have adequate water resources to operate the facility. Accordingly,
      we
      entered into a contract to purchase 10 acre-feet of water rights, at a total
      cost of $25,000, one-fourth of which, $6,250, was paid during the fourth quarter
      of fiscal 2006, with the balance being payable in January 2007. Before making
      that payment, however, we renegotiated the contract and agreed to purchase
      only
      two acre-feet of water, for which we would pay $6,250; since this was the amount
      we had already paid, no further payment was due.





We
      have
      also filed an application to the Bureau of Land Management of the Federal
      Government for permission to extract the dirt we will need from our claims
      at
      Franklin Lake, and we are awaiting its action.





We
      are
      currently working with three different types of concentrators and attempting
      to
      determine the most effective method of concentrating the raw material and also
      the most efficient means of processing the resulting concentrate. We are also
      seeking to obtain the few pieces of additional equipment we still need. If
      we
      can do these steps effectively, we should be able to begin using our pilot
      plant
      promptly after we receive the appropriate governmental approvals. Our goal
      is to
      be able to process three to five tons per day on a regular and consistent basis.
      At the same time, this should allow us to work out any kinks that may exist
      in
      the equipment and processes and to achieve a better yield of gold from our
      material.





We
      do not
      expect the early operation of the pilot plant to be profitable. Accordingly,
      as
      our results warrant, we will increase our production in an attempt to achieve
      profitability as soon as possible. At this time, we have no way of knowing
      when,
      or if, that will happen.





Although
      we had previously stated that we believed we would know, by October 31, 2006,
      with a higher degree of reliability than before, whether we would ultimately
      be
      able to develop an economically viable business, we do not yet have that answer.
      If, however, it does turn out that the likelihood of success is positive, the
      company will require funds for additional equipment for the pilot plant,
      technical and professional consultants, additional technical staff, claims
      maintenance fees, accounting and auditing, the purchase of water rights, ongoing
      administrative expenses, and a contingency reserve. We estimate these items
      will
      require additional funds of approximately $300,000 to $500,000 to cover the
      next
      six months to one year. This is a substantially greater sum than the company
      has
      been able to raise in recent years, and, if it cannot obtain such funds, it
      probably will not be able to continue in business.





At
      the
      end of fiscal year on October 31, 2006, we had approximately $36,000 cash on
      hand. All of the funds received during that year and the prior year were from
      Father Gregory Ofiesh, our president, a total of $500,000. Still unable to
      find
      other investors, during the first quarter of this year, he promised the board
      of
      directors that he would invest another $100,000 by exercising warrants he has
      received in connection with prior investments, and he made two payments of
      a
      total of $20,000. Then, at the end of the quarter on January 31, 2007, cash
      on
      hand was approximately $10,100. Shortly after this, the company received $25,000
      from an existing stockholder in a private placement, and then, at the end of
      February, we had approximately $18,100 on hand. At the end of the second quarter
      on April 30, 2007, we had only $3,510 cash on hand, but during May we received
      $45,000 from Father Gregory Ofiesh, the Company president upon the exercise
      of
      warrants to purchase 450,000 shares of common stock.





This
      Item
      is essentially unchanged from the corresponding provision in the Form 10-QSB
      for
      the three-month period ended January 31, 2007. We are continuing to work with
      governmental regulatory agencies to obtain the permits we require and to
      complete our Amargosa facility so it will be able to process our material
      effectively and efficiently.




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Iterm
      3 -- Controls and Procedures





Evaluation
      of Disclosure 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.








**PART
      II -- OTHER INFORMATION**








Item
      1
      -- Legal Proceedings





None





Item
      2
      -- Unregistered Sales of Equity Securities and Use of Proceeds





During
      the period covered by this report, in a private placement of its common stock,
      the Company issued 100,000 shares to an individual investor (already a
      stockholder), at a price of $0.25 per share, a total of $25,000. The shares
      were
      accompanied by warrants to purchase an additional 100,000 shares at the same
      price for a period of one year.





Item
      3
      -- Defaults upon 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 Filed on Form 8-K


(including
      items filed after the end of the period covered by this Report)




EXHIBITSExhibit
                    No.
                Description31.1
                Rule
                    13a-14(a)/15d-14(a)
                    Certifications32.1
                Certification
                    under Section 906 of
                    the Sarbanes-Oxley Act (18 U.S.C. 1350)REPORTS
                    ON FORM 8-K




None





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**SIGNATURES**





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





Date
      June
      13, 2007





**FRANKLIN
                LAKE RESOURCES INC.**(Registrant)By
                ________________________________Father
                Gregory
                OfieshPresident
                and Chief
                Executive Officer








































































































**_____________________**


**Form
      10-QSB 043007 d2**




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