SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                                Amendment No. 1

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

                  For the quarterly period ended April 30, 2004

                        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 ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be file
by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by the court.  Yes  [ ]     No  [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

     Issued and  outstanding  as of July 31, 2004:  10,683,975  shares  common
     stock, $0.001 par value

Transitional Small Business Disclosure Format (Check one):  Yes  [ ]    No  |X|

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<PAGE>

NOTE: This first amendment to our Quarterly Report on Form 10-QSB for the period
ended July 31, 2004 is filed to correct an inadvertent omission from Item 3 of
Part 1 of the Report.

PART 1  -  FINANCIAL INFORMATION

Item 1  -  Financial Statements

The unaudited financial statements of Franklin Lake Resources Inc., a Nevada
corporation ("Company"), as of and for the period ended April 30, 2004, follow.
In the opinion of management, the financial statements fairly present the
financial condition of the Company. These interim financial statements should be
read in conjunction with our audited restated financial statements for the
fiscal year ended October 31, 2003.


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<PAGE>


                          FRANKLIN LAKE RESOURCES, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       (Restated)
                                                        April 30,      October 31,
                       ASSETS                             2004            2003
                                                      --------------- ---------------
Current Assets:
<S>                                                   <C>             <C>
     Cash                                             $       41,433  $      107,755
     Prepaids and other                                          348             302
                                                      --------------- ---------------
Total Current Assets                                          41,781         108,057

Fixed Assets:
     Office furniture & equipment                             30,101          30,101
     Plant equipment                                         419,469         419,469
     Accumulated depreciation                               (337,616)       (317,978)
                                                      --------------- ---------------
Total Fixed Assets                                           111,954         131,592

Other Assets:
     Reclamation bond- net of estimated
        reclamation costs                                     19,867          19,867
     Impaired patents & intellectual
        property - net                                             -               -
                                                      --------------- ---------------

                                                      --------------- ---------------
Total Assets                                          $      173,602  $      259,516
                                                      =============== ===============

         LIABILITIES & SHAREHOLDERS' EQUITY

Current Liabilities:
     Bank Overdraft                                   $            -  $        1,403
     Accounts payable and accrued liabilities                 10,795          14,732
                                                      --------------- ---------------
Total Current Liabilities                                     10,795          16,135

Long-Term Liabilities:
     Advances by director and officer payable in stock       189,657          96,157
                                                      --------------- ---------------
Total Long-Term Liabilities                                  189,657          96,157

                                                      --------------- ---------------
Total Liabilities                                            200,452         112,292

Stockholders' Equity:
     Preferred Stock, $.001 par value; authorized
         5,000,000 shares; no preferred shares
         outstanding                                               -               -
     Common Stock, $.001 par value; authorized
         45,000,000 shares; 8,682,405 issued and
         outstanding at April 30, 2004                         8,682           9,283
     Additional Paid-In Capital                           31,082,450      31,081,849
     Accumulated Deficit                                 (31,117,982)    (30,943,908)
                                                      --------------- ---------------
Total Stockholders' Equity                                   (26,850)        147,224

                                                      --------------- ---------------
Total Liabilities and Stockholders' Equity            $      173,602  $      259,516
                                                      =============== ===============
</TABLE>


               See accompanying notes to the financial statements.


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<PAGE>


                              FRANKLIN LAKE RESOURCES, INC.
                              (A Development Stage Company)
                          Consolidated Statements of Operations
                                       (Unaudited)

                                                                   (Restated)
                                             Six Months Ended   Six Months Ended
                                               April 30, 2004    April 30, 2003
                                             -----------------  ----------------

Revenues                                     $              -   $             -
                                             -----------------  ----------------
Total Revenue                                               -                 -
Expenses:
     Mineral exploration costs                         43,573            74,639
     Depreciation/amortization expenses                19,638            19,576
     General and administrative                       111,201           108,514
                                             -----------------  ----------------

Total Expenses                                        174,412           202,729
                                             -----------------  ----------------

Other Income:
     Interest Income (expense)                            338            (1,477)
                                             -----------------  ----------------

Net Loss                                             (174,074)         (201,252)
                                             =================  ================

Weighted Average Shares
                                             -----------------  ----------------
   Common Stock Outstanding                         8,899,623         9,284,059
                                             =================  ================
Net Loss Per Common Share
                                             -----------------  ----------------
   (Basic and Fully Diluted)                          $ (0.02)          $ (0.03)
                                             =================  ================


                 See accompanying notes to financial statements.



                                      -3-
<PAGE>

                          FRANKLIN LAKE RESOURCES, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                (Restated)
                                                           Six Months Ended  Six Months Ended
                                                            April 30, 2004    April 30, 2003
                                                          -----------------  ----------------
Cash Flows used in Operating Activities:
<S>                                                       <C>                <C>
Net Loss                                                  $       (174,074)  $      (201,252)

Expenses not Requiring an Outlay of Cash:
     Amortization / depreciation                                    19,638            19,576
Net Cash used in Operations                                       (154,436)         (181,676)

Changes to Operating Assets and Liabilities:
    (Increase) decrease in prepaid expenses and other                  (46)                -
    Increase ( decrease)  in accounts payable and
        accrued liabilities                                         (5,340)           (6,844)
                                                            ---------------  ----------------
  Cash Flows used in Operating Activities                         (159,822)         (188,520)

Cash Flows from Investing Activities:
     Purchases of plant & equipment                                      -            (1,678)
     Acquisition of mineral properties                                   -                 -
                                                            ---------------  ----------------
  Total Cash Flows Provided by Investing Activities                      -            (1,678)

Cash Flows from Financing Activities:
     Common stock issued for cash                                        -           375,000
     Loan proceeds                                                       -                 -
     Advances (repayments) from  officers/directors/
        affiliates                                                  93,500            36,000
                                                            ---------------  ----------------
  Cash Flows from Financing Activities                              93,500           411,000

                                                            ---------------  ----------------
  Net Increase (Decrease) in Cash                                  (66,322)          220,802

  Cash at Beginning of Period                                      107,755             8,858

                                                            ---------------  ----------------
Cash at End of Period                                       $       41,433   $       229,660
                                                            ===============  ================
</TABLE>



                 See accompanying notes to financial statements.


                                      -4-
<PAGE>

                          FRANKLIN LAKE RESOURCES, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 2004
                                   (Unaudited)

A.  BASIS OF PRESENTATION

The Interim financial statements of Franklin Lake Resources, Inc. and
Subsidiaries (the Company) for the six months ended April 30, 2004 and 2003 are
not audited. The financial statements are prepared in accordance with the
requirements for unaudited interim periods, and consequently do not include all
disclosures required to be in conformity with accounting principles generally
accepted in the United States of America.

In the opinion of management, the accompanying consolidated financial statements
contain all adjustments, consisting only of normal recurring accruals, necessary
for a fair presentation of the Company's financial position as of April 30, 2004
and the results of operations and cash flows for the six months ended April 30,
2004 and 2003.

The results of operations for the six months ended April 30, 2004 and 2003 are
not necessarily indicative of the results for a full year period.



B.  SIGNIFICANT ACCOUNTING POLICIES

(a)  Principles of Consolidation

These consolidated financial statements include the accounts of Naxos Resources
ltd., Franklin Lake Resources Inc., and Naxos Resources (U.S.A.), Ltd., for
period ended April 30, 2004 and April 30, 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)  Mineral properties and Equipment

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

Reclamation bonds for which the Company has posted refundable cash deposits
cover the restoration and rehabilitation of the Company's BLM properties. The
Company does not believe that it is obligated for significant environmental,


                                      -5-
<PAGE>

rehabilitation or restoration expenses for the mining operations it has
conducted to date. The Company believes that its cash deposits could be totally
refunded without significant additional expenditures to restore its mining
properties.

(d)  Loss Per Share

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

(e)  Comprehensive Income

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

(f)  Stock Based Compensation

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

(g)  Income Taxes

The Company has adopted SFAS No. 109 "Accounting for Income Taxes". The Company
accounts for income taxes under an asset and liability approach that requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been recognized in the Company's financial
statements or tax returns.

In estimating future tax consequences, all expected future events, other than
enactment of changes in the tax laws or rates, are considered.

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

(h)  Fair Value of Financial Instruments

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



                                      -6-
<PAGE>

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

Plan of Operation

We plan to engage one or more additional independent assayers to run tests on
the Franklin Lake silica, and then to make a final determination whether further
expenditure is warranted. Accordingly, our outlays for direct exploration
expenses should decrease in the third quarter, although our expenses for testing
and similar services may increase correspondingly. We estimate that our current
cash reserves may not be sufficient to cover our operating expenses throughout
the third quarter, so we will have to reduce our monthly expenses substantially
and/or raise additional capital to continue operating throughout the period. We
will not be able to continue operations beyond the third quarter unless, we are
able to obtain additional financing. Although we have been seeking additional
capital, we cannot be assured we will be able to raise it.


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-15.
This evaluation was done under the supervision and with the participation of the
Company's principal executive officer and principal financial officer. 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

         We are not aware of any current or threatened legal proceedings
disclosable under this item.

Item 2  -  Changes in Securities

         On April 22, 2004, the board of directors awarded stock options to an
executive officer and an employee, as follows:



                                      -7-
<PAGE>

<TABLE>
<CAPTION>
===========================================================================================================
     Underlying Security            # of Shares     Vesting Date     Expiration Date     Exercise Price
--------------------------------- --------------- ---------------- ------------------- ------------------

<S>                                  <C>              <C>                <C>                 <C>
Common Stock, $.001 par value        2,000,000        4-22-04            4-21-09             $0.10
===========================================================================================================
</TABLE>


Peter Boyle, our Vice President-Regulatory Affairs, and Roger Graham, our Chief
Technician, each received options to purchase 1,000,000 shares, in consideration
of services to the company. The exercise price is equal to the fair value of the
underlying common stock on the date of the awards.

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 on Form 8-K

     Exhibits:

         No.          Description
         ---          -----------

         31       Certification of CEO / CFO
         32       Certification of CEO / CFO

     Reports on Form 8-K

         02-06-04       Regulation FD Disclosure
         04-12-04       Change of Auditor
         04-15-04       Regulation FD Disclosure
         04-23-04       Regulation FD Disclosure



                                      -8-
<PAGE>

                                   SIGNATURES

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


                                           FRANKLIN LAKE RESOURCES INC.


September 15, 2004                         /s/ Fr. Gregory Ofiesh
-------------------                        -----------------------------
Date                                       President, Acting Chief
                                           Financial Officer







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