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 July 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 October 24, 2003, the issuer had outstanding 8,082,402 shares of its
     Common Stock, $0.001 par value.

                                       -i-

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

     The unaudited financial statements of Franklin Lake Resources Inc., a
Nevada corporation (the "Company"), as of and for the period ended July 31,
2003, follow. In the opinion of Management, the financial statements fairly
present the financial condition of the Company.

                                       -1-

                          Franklin Lake Resources Inc.
                         (An Exploration Stage Company)

                                  Balance Sheet
               At July 31, 2003, and October 31, 2002 (Unaudited)

            Assets                                     7/31/03        10/31/02
                                                    -------------  -------------
                                                     (Unaudited)
Current Assets:
Cash                                                $    172,521   $      8,858
Prepaids and other                                           281            366
                                                    -------------  -------------
Total Current Assets                                     172,802          9,224
                                                    -------------  -------------
Fixed Assets:
Office furniture and equipment                            30,101         30,101
Plant equipment                                          266,828        417,791
Accumulated depreciation                                (281,378)      (279,379)
                                                    -------------  -------------
Total Fixed Assets                                        15,551        168,513
Other Assets:
Reclamation bond                                          19,867         19,867
Patent & intellectual property, less amortization              0      1,123,690
                                                    -------------  -------------
Total Other Assets                                        19,867      1,143,557
                                                    -------------  -------------
Total Assets                                        $    208,220   $  1,321,294
                                                    =============  =============
            Liabilities & Shareholders' Equity

Current Liabilities:
Bank overdraft                                      $          0   $      8,985
Accounts payable and accrued liabilities                  50,150         57,597
                                                    -------------  -------------
Total Current Liabilities                                 50,150         66,582
                                                    -------------  -------------
Long-term Liabilities:
Advances by director payable in stock                     63,157          9,017
                                                    -------------  -------------

Other Liabilities                               63,157          9,017

                                                    -------------  -------------
Total Liabilities                                        113,308         75,599
                                                    -------------  -------------
Shareholders' Equity (Deficiency)
Common Stock                                               9,285          8,155
Additional paid in capital                            29,785,260     30,707,977
Deficit accumulated during the exploration stage     (29,698,430)   (29,470,437)
                                                    -------------  -------------
Total Shareholders' Equity                                94,912      1,245,695
                                                    ------------  -------------
Total Liabilities & Shareholders' Equity            $    208,220   $  1,321,294
                                                    =============  =============

                 See notes to consolidated financial statements

                                       -2-

                          Franklin Lake Resources Inc.
                         (An Exploration Stage Company)

                            Statement of Operations
          For the Nine Months Ending July 31, 2003 and 2002 (Unaudited)

                                              --For the nine months ending--
                                                  7/31/03        7/31/02
                                               -------------  -------------
Operating Income

Sales to refinery                              $          -   $      8,896
                                               -------------  -------------
Total Income                                              -              -
                                               -------------  -------------
Operating Expenses

Mineral exploration costs                            99,281        162,943
Depreciation and amortization                        12,901         26,660
Interest income                                      (2,264)             0
General and administrative                          150,602        195,932
                                               -------------  -------------
Total Operating Expenses                            260,520        395,535
                                               -------------  -------------
Net loss                                       $   (260,520)  $   (386,549)
                                               -------------  -------------
Shares outstanding at end of period                8,082,402  8,075,490
                                               -------------  -------------
Loss per share                                 $      (0.03)  $      (0.05)

                 See notes to consolidated financial statements

                                       -3-

                          Franklin Lake Resources Inc.
                         (An Exploration Stage Company)

                            Statement of Cash Flows
          For the Nine Months Ending July 31, 2003 and 2002 (Unaudited)

<TABLE>
<CAPTION>
                                                      --For the nine months ending---

Operating Activities:                                      7/31/03       7/31/02
                                                       -------------  -------------

<S>                                                     <C>            <C>
Net loss                                                $   (260,520)  $  (386,550)
Adjustments to restate net loss
  to net cash used in operating activities
 (Increase) decrease in prepaids                                 74          3,844
Increase (decrease) in accounts payable                      (7,268)        (5,450)
                                                       -------------  -------------
Net cash used in operating activities                      (267,714)      (388,156)
                                                       -------------  -------------
Investing Activities:
Disposition (acquisition) of plant & equipment              152,962       (130,096)
Disposition (acquisition) of intangible assets            1,123,690     (1,167,995)
                                                       -------------  -------------
Net cash provided by (used in) investing activities       1,276,652     (1,289,506)
                                                       -------------  -------------
Financing Activities:
Increase (decrease) in amount due director                   54,150       (382,000)
Issuance of common stock                                    375,000      2,143,637
Cancellation of common stock                             (1,265,429)
Repayment of loan payable                                         -       (100,000)
                                                       -------------  -------------
Net cash provided by (used in) financing activities        (836,289)     1,661,637
                                                       -------------  -------------
Net increase (decrease) in cash                             172,647      1,661,637
Cash at the beginning of the period                            (127)         7,888
                                                       -------------  -------------
Cash at the end of the period                          $    172,521    $    (8,137)
                                                       =============  =============
</TABLE>

                 See notes to consolidated financial statements

                                       -4-

                          FRANKLIN LAKE RESOURCES, INC.
                   Notes to Consolidated Financial Statements

                                  July 31, 2003

1. HISTORY

Franklin Lake Resources Inc. ("FKLR" or "Company") is an exploration stage
company with no mining operations or 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 have 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 with those
provinces. On March 13, 2003, 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 exploration 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. See
Note 2(e).

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.

                                       -5-

Those revenues (see Consolidated Statement of Operations) came from sales of
concentrate from mineralized sediments at Franklin Lake and of concentrate from
coal ash it obtained from Xenolix and processed in its testing plant. The
Company has not had any sales of concentrates during the period covered by this
report.

The Company has sold common stock periodically 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 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
nine-month periods ended July 31, 2003 and July 31, 2002.

(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 July 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-

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 substantially
refunded without material 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
exploration equipment from Xenolix in its asset acquisition. This equipment has
been 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. (Herein, unless the
context indicates otherwise, "patents" includes such improvements and 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 processed material and equipment included in the
acquisition. (The Company determined that it was 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.

On July 7, 2003, the Company determined that the assets it acquired from Xenolix
were worthless. It wrote a letter to Xenolix informing it of this decision and
demanding the return of the stock certificate and the warrants. It also wrote
off the entire value of the assets acquired from Xenolix by essentially
reversing the transaction, i.e., reducing the assets and reducing the
shareholders' equity. Xenolix has informed the Company that its action is
"unacceptable" and has refused to return the stock certificate or the warrants.
The Company is evaluating its alternatives, including the possibility of legal
action. For all purposes in this report (including but not limited to the number
of outstanding shares), the Company has treated the shares and the warrants as
cancelled. The Company's board of directors believes that the Company will be
successful in its claims against Xenolix, although it has not yet sought a legal
opinion with respect to its position.

                                       -7-

(f)  Loss Per Share

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

(g)  Comprehensive Income

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

(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 and director
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 and director 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.

                                       -8-

(k)  Critical Accounting Policies

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

(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-

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 1,201,657 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

                                      -10-

these assets depended 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.

On July 7, 2003 the Company determined that the assets it acquired from Xenolix
were worthless and informed Xenolix of this decision. See Note 2(e).

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.

<TABLE>
<CAPTION>
                                       -------------------------------------------
                                                  Nine Months Ending
                                       -------------------- ----------------------
                                            07/31/2003            07/31/2002
    ---------------------------------- --------- ---------- ---------- -----------
                 Balance at Beginning                9,017                202,209
    ----------------------------------           ----------            -----------
    Management                           36,000                36,000
    Office Rent                          18,000                18,000
    Facility Rent                        11,250                 5,000
    Cash Advances                                              97,500
                                                 ----------            -----------
                 Obligations Incurred               65,250                156,500
    ----------------------------------           ----------            -----------
                       Balance at End               74,267                358,709
    ----------------------------------           ----------            -----------
<S>     <C>
</TABLE>


                                      -11-

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
Company and its lawyers determine whether the likely amount of a possible
recovery justifies the Company 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 mineral testing
facilities were located on a leased property near Death Valley Junction, Inyo
County, California. The Board of Directors resolved to sell its then-unused
property at Amargosa Valley, Nye County, Nevada (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. 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 material samples on the
property. On April 1, 2002 the Company 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-

Summary of Options Outstanding:

<TABLE>
<CAPTION>
                                                                         Average
                                                     Number of          Exercise

                                                 Shares             Price
                                             ---------------- ------------------
      Balances outstanding; October 31, 2002       162,000           0.45
                                      Issued             0              -
                                     Expired       (37,000)          0.85
                                             ----------------
        Balances outstanding; July 31, 2003        125,000           0.37
                                             ================

                                                 Number            Avarage
                                              Outstanding &    Contractual Life         Exercise
                                                Issuable           (Years)               Price
                                             ---------------- ------------------ --------------------

Exercise Prices:
                     $.37 on October 22,2005       125,000            2.25              $ 0.37

                                             ---------------- ------------------ --------------------
                          Total and averages       125,000            2.25              $ 0.37
                                             ================ ================== ===================


                                                Number of

                                             Shares Subject        Exercise            Expiration
                                             to Stock Options       Price                 Date
                                             ---------------- ------------------ ----------------------
                      Five current directors      125,000             0.37           October 22, 2005
                                             ----------------
                                      Total:      125,000
                                             ================
<S>     <C>
</TABLE>


                                      -13-

Warrant Activity

                                                 Number of          Average
                                              Shares Subject        Exercise
                                               to Warrants           Price
                                             ----------------    -------------
       Outstanding, October 32, 2002              5,303,314           0.64

       Issued during period                               0

       Expired during period                      2,900,000 (1)

       Outstanding, July 31, 2003                 2,403,314 (2)
--------------
(1)  The 2,900,000 warrants that expired during the period were held by
     investors and had been acquired in connection with purchases of shares of
     Company stock in private placement transaction.

(2)  The 2,403,314 warrants outstanding at the end of the period were all issued
     to Xenolix Technologies as part of the transaction in which the Company
     acquired specified assets from Xenolix. Of the total, half (1,201,657) were
     originally scheduled to expire on October 9, 2002, and the other half on
     April 9, 2003. Such expiration dates were extended, however, to allow a
     reasonable time for exercise after the shares of stock given outright to
     Xenolix were registered with the Securities and Exchange Commission. During
     the Third Fiscal Quarter, ended July 31, 2003, the Company determined that
     the consideration for which the warrants were partial consideration had no
     value and it sent Xenolix a letter demanding the return of the warrants
     (along with the shares of stock). Xenolix has informed the Company that
     "its unilateral position is unacceptable." See Note 2(e)

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-

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 related trade secrets.

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 was 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
                                      ============

On July 7, 2003, management determined that the assets acquired from Xenolix
were worthless. Pursuant to the agreement with Xenolix, management cancelled the
stock and stock warrants and wrote off the entire value of the assets acquired
from Xenolix. See Note 2(e).

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

                                      -15-

<TABLE>
<CAPTION>
       Date            Metal      Ounces       Price          Amount      Refiner Fees    Proceeds
    -------------- ------------ ---------- -------------  -------------- -------------- --------------
    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
                                                          --------------
                                                               5,602.34         716.78      4,885.56

    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
                                                          ============== ============== ==============
<S>     <C>
</TABLE>
- ----------------
(1) The original source of the processed material was silica from Franklin Lake
(2) The original source of the processed material was coal ash purchased from

     Xenolix.

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-

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 forthcoming 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-

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 third quarter of fiscal 2003, the Company continued its exploring and
testing activities. Total expenses for the nine months ended July 31, 2003 were
$261,840 as opposed to $395,536 for the same period in the prior year. This
reduction in expenses is attributable to lower professional fees and a lower
level of exploration and testing activities.

                                      -18-

PLAN OF OPERATION

At July 31, 2003, the company had cash on hand of $172,521, compared with a net
cash deficit of $127 on October 31, 2002. During the period, we received
$375,000 in cash for the issuance of new shares of stock. This is a net cash
usage of $202,479, or $22,498 per month. If our operations continue at the same
rate, our cash will last for a little over seven months. We expect, however,
that our cash usage will increase over this period due to expanded operations.
Although we cannot predict the rate at which we will be able to expand, or know
for certain if we will be able to expand at all, management thinks it is
unlikely that our cash on hand will last for more than five to six months. If we
are not able to raise additional cash before the end of this period, we will not
be able to continue operations. We cannot predict at this time the amount of
cash that will be needed during the next 12 months.

We intend to continue our exploration efforts, including filing applications
with appropriate regulatory agencies for authorizations for larger-scale
sampling and processing operations. Although there can be no assurance that we
will ever be able to achieve production, we believe that progress to date in our
exploration activities justifies beginning to prepare for larger-scale sampling,
the first step of which is to obtain the required governmental approvals and
permits. Further, if justified by our progress, we may purchase additional
equipment; we do not believe that under any circumstances total expenditures for
such equipment will exceed $50,000. Similarly, we may require the services of
additional personnel; however, we cannot now predict the specific types of
personnel that may be required or whether the services will be able to be
performed more effectively by employees or independent contractors.

                           PART II - OTHER INFORMATION

Item 1.            LEGAL PROCEEDINGS

None

Item 2.            CHANGES IN SECURITIES

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

 Date           Consideration          Shares        Price          Total
----------------------------------------------------------------------------
11/1/2002       Cash                   857,140       $0.35        $300,000
1/13/2003       Cash                   200,000        0.25(1)       50,000
3/26/2003       Cash                    71,429        0.35          25,000
-------------------
(1) Issued pursuant to the exercise of an option.

                                      -19-

The shares were sold to a corporation, an individual, a corporation, and a
limited liability company 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 or entities who qualify as "accredited investors" under
          rule 501 of Regulation D; or
     c.   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.

Also during the period, the Company rescinded its asset acquisition agreement
with Xenolix Technologies and cancelled the 1,201,657 common shares it had
issued to Xenolix in connection with that agreement. The transaction resulted in
a reduction of $1,297,790 in the carrying value of the Company's assets but no
charge to operating expense. See Note 2(e) to the consolidated financial
statements.

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 (Press release) March 6, 2003 (Press release) July 23, 2003
(Press release)

                                      -20-

                                   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:  December 3, 2003                  /s/ Father Gregory Ofiesh
                                          ---------------------------------
                                          President, Chief Executive Officer,
                                          Acting Chief Financial Officer

                                      -21-