SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

                                Amendment No. 1

                    Quarterly Report Under Section13 or 15(d)
                     Of the Securities Exchange Act of 1934

                  For the quarterly period ended April 30, 2002


                        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)                (Zip Code)


                                     (650) 588-0425
                              ----------------------------
                               (Issuer's 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 April 30, 2002, the issuer had outstanding 7,997,990 shares of
          its Common Stock, $0.001 par value.



                                      -i-


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

         The unaudited financial statements of Franklin Lake Resources Inc., a
Nevada corporation (the "Company"), as of April 30, 2002 commence on the
following page. In opinion of Management, the financial statements fairly
present the financial condition of the Company.


                         Franklin Lake Resources, Inc.
                         (An Exploration Stage Company)
                                 Balance Sheet
               At April 30, 2002 and October 31, 2001 (Unaudited)


<TABLE>
<CAPTION>
Assets                                                     4/30/02        10/31/01
                                                        ------------    ------------
Current
<S>                                                     <C>             <C>
Cash                                                    $     54,512    $      7,888
Tax Credits Recoverable                                          308             200
Prepaids, deposits, and advances                                  95           4,035
                                                        ------------    ------------
Total Current Assets                                          54,914          12,123
                                                        ------------    ------------
Long Term
 Reclamation Bond                                             28,452          28,452
Loan Receivable                                                    1               1
Due from Director                                            215,291
Resource Properties                                             --
Plant & Equipment, Net                                       188,344          48,512
 Patent and trade secrets                                  1,187,792
                                                        ------------    ------------
Total Long-Term Assets                                     1,619,880          76,965
                                                        ------------    ------------
Total Assets                                            $  1,674,794    $     89,088
                                                        ============    ============
Liabilities & Shareholders' Equity (Deficiency)
Accounts Payable and accrued liabilities                $     47,017    $     46,037
Loan Payable                                                 100,000
Due a Director                                               202,209
                                                        ------------    ------------
Total Liabilities                                             47,017         348,246
                                                        ------------    ------------
Shareholders' Equity (Deficiency)
Common Stock                                                   7,972           3,650
Additional paid in capital                                30,622,313      28,531,314
Common stock to be issued                                     17,531
Accumulated Deficit                                      (29,002,507)    (28,811,653)
                                                        ------------    ------------
Total Shareholders' Equity (Deficiency)                    1,627,778        (259,158)
                                                        ------------    ------------
Total Liabilities & Shareholders' Equity (Deficiency)   $  1,674,795    $     89,088
                                                        ============    ============
</TABLE>


               See accompanying notes to the financial statements


                                      -1-
<PAGE>

                         Franklin Lake Resources, Inc.
                         (An Exploration Stage Company)
                            Statement of Operations
         For the Six Months Ending April 30, 2002 and 2001 (Unaudited)


<TABLE>
<CAPTION>
                                                       ----For the 6 mos ending----
                                                          4/30/02         4/30/01
                                                       ------------   -------------
Operating Income
<S>                                                    <C>             <C>
Sales to refinery                                      $      4,100    $       --
                                                       ------------    ------------
Total Income                                                  4,100            --
                                                       ------------    ------------
Operating Expenses
Mineral exploration                                          43,656          61,307
Depreciation                                                  7,127           5,795
Professional fees                                            46,618          53,339
Shareholder services                                         14,899           2,982
Employee compensation'                                       23,359            --
Management fees                                              24,000          11,688
Office administration                                         4,540           1,982
Rent                                                         19,200            --
Travel & entertainment                                        8,599           8,055
Governmental fees & licenses                                  2,981           1,289
                                                       ------------    ------------
Total Operating Expenses                                    194,979         146,437
                                                       ------------    ------------
Operating income (loss)                                    (190,879)       (146,437)
Other income (loss)
Interest income                                                  25            --
                                                       ------------    ------------
Total other income (loss)                                        25            --
                                                       ------------    ------------
Net income (loss)                                          (190,854)       (146,437)
Deficit, beginning of period                            (28,811,653)    (28,490,856)
                                                       ------------    ------------
Deficit, end of period                                  (29,002,507)    (28,637,293)
                                                       ============    ============
Shares outstanding at end of period
 (2001 adjusted for one-for-ten reverse stock split)      7,972,990       3,649,333
                                                       ------------    ------------
Earnings (loss) per share                              $      (0.02)   $      (0.04)
                                                       ============    ============
</TABLE>


               See accompanying notes to the financial statements



                                      -2-
<PAGE>

                         Franklin Lake Resources, Inc.
                         (An Exploration Stage Company)
                            Statement of Cash Flows
               For the Six Months Ending April 30, 2002 and 2001
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      ---For the 6 mos ending----
Operating Activities                                     4/30/02        4/30/01
                                                      ------------   ------------
<S>                                                   <C>            <C>
Net income (loss)                                     $  (190,854)   $  (146,437)
Adjustments to restate net loss to net cash
  used in operating activities
Depreciation & Amortization                                 7,127          5,795
(Increase) decrease in prepaids                             3,832            (91)
Increase (decrease) in accounts payable                       980         (2,142)
                                                      ------------   -----------
Net cash used in operating activities                    (178,915)      (142,875)
                                                      ------------   -----------
Investing Activities:
Acquisition of plant & equipment                         (146,959)
Acquisition of patent and trade secrets                (1,187,792)
                                                      ------------   -----------
Net cash provided by (used in) investing activities    (1,334,751)          --
                                                      ------------   -----------
Financing Activities:
Loan by director                                           82,500        145,736
Issuance of common stock for cash                         280,000           --
Issuance of common stock for debt                         500,000         47,500
Issuance of common stock for plant,
  equipment, patent & trade secrets                     1,297,790           --
Loan to director                                         (188,282)
Repayment of loans payable                               (411,718)       (47,500)
                                                      ------------   -----------
Net cash provided by (used in) financing activities     1,560,290        145,736
                                                      ------------   -----------
Net increase (decrease) in cash                            46,624          2,861
Cash at the beginning of the period                         7,888          5,027
                                                      ------------   -----------
Cash at the end of the period                         $    54,512    $     7,888
                                                      ============   ===========
</TABLE>


               See accompanying notes to the financial statements



                                      -3-
<PAGE>

                          Franklin Lake Resources Inc.
                         (An Exploration Stage Company)
                         Notes to Financial Statements



1.   NATURE OF BUSINESS AND CONTINUING OPERATIONS

The Company was formed on May 23, 1986 under the Canada Business Corporation
Act. Beginning October 29, 2001, the Company was re-domiciled from Canada to the
United States of America as a Nevada Corporation. The Company considers itself
to be operating in one reportable segment - the exploration and development of
mineral properties since its organization.

These consolidated financial statements have been prepared in accordance with
U.S. generally accepted accounting principles applicable to a going concern
which assumes that the Company will realize its assets and discharge its
liabilities in the normal course of business. Realization values may be
substantially different from carrying values as shown in these financial
statements should the Company be unable to continue as a going concern.

Since inception in 1986, the Company has incurred cumulative losses. The
Company's ability to meet its obligations and maintain its operations is
contingent upon several factors, including profitable operations, successful
completion of additional financing arrangements and the continuing support of
its creditors and shareholders. The likely outcome of these future events is
indeterminable. The financial statements do not include any adjustments to
reflect the possible future effect of these events on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the outcome of this uncertainty.

2.   SIGNIFICANT ACCOUNT POLICIES

Basis of presentation.

All amounts shown in these consolidated financial statements are in U.S. dollars
unless otherwise stated.

Principles of consolidation.

The financial statements include the accounts of Franklin Lake Resources Inc.,
and its wholly owned subsidiaries, Naxos Resources (USA) Ltd. and Franklin
Mining Corporation.

Use of estimates

The preparation of financial statements 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 and
assumptions.



                                      -4-
<PAGE>

Foreign exchange

Revenues and expenses arising from foreign currency transactions are translated
into United States dollars at the average rate for the period. Monetary assets
and liabilities denominated in foreign currencies are translated into United
States dollars at the balance sheet date rate of exchange. Other assets and
liabilities are translated into United States dollars at the rates in effect on
the transaction date. Exchange gains and losses are recorded in operations in
the period they occur.

Nature of exploration stage activities.

The Company is engaged in the acquisition and exploration of precious metals
properties and the development of processes for the commercial extraction of the
minerals. Mineral exploration expenditures are charged to earnings until it is
determined that a property has economically recoverable ore reserves; further
exploration expenditures will then be capitalized. Capitalized costs will be
amortized over the estimated life of the reserves, or charged to operations if
the property is sold, abandoned, or considered to be impaired as to its value.

Cash Equivalents

Cash equivalents consist of deposit accounts or liquid instruments with maturity
of three months or less when purchased.

Depreciation.

Depreciation is calculated using the straight line or declining balance method
at the following annual rates:

     Office furniture and equipment       20% - 30%
     Mining equipment                     14% - 30%

Amortization

Amortization of the cost of a patent and related trade secrets is accrued using
the straight line method over 15 years.

Restoration, rehabilitation and environmental expenditures.

Restoration, rehabilitation and environmental expenditures are charged to
earnings as incurred during the exploration phase. Significant restoration,
rehabilitation and environmental expenditures to be incurred subsequent to the
cessation of exploration are accrued when their extent can be reasonably
estimated.

Loss per share.

Loss per share is based on the number of common shares outstanding at the end of
the period. Diluted loss per share is not presented.



                                      -5-
<PAGE>

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 APB 25, 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 dislosure-only
provisions of Statement of Financial Accounting Standards ("SFAS") No. 123 with
respect to stock options.

Income taxes

The Company has adopted SFAS No. 109, "Accounting for Income Taxes". The Company
accounts for income taxes using 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 income tax returns. In estimating future tax consequences, all
expected future events other than the enactment of changes in the tax laws or
tax rates are considered. Due to the uncertainty regarding the Company's future
profitability, no net tax benefit has been recorded in these financial
statements.

Fair value of financial instruments

The carrying value of financial instruments approximates their fair values.
These financial instruments include cash, tax credits recoverable, reclamation
bonds, loans receivable, accounts payable, and accrued liabilities. Fair values
are assumed to approximate carrying value because they are short term in nature
and 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 fom these financial instruments.

3.       LOAN RECEIVABLE

On January 21, 1998, the Company loaned a former director $498,512 to exercise
warrants for a total of 32,183 shares of the Company. The loan did not bear
interest and was for a period not to exceed 24 months. The former director
deposited the shares acquired into escrow as security for the loan. On December
18, 1998, the director resigned and accordingly, the loan became due
immediately. To date, the Company's attempt to collect this loan have been
unsuccessful. The Company has charged a provision for loss of $498,511 to
operations in fiscal 2000 based on its estimate of collectibility of the loan at
that time. The loan receivable is carried at nominal value of $1 at April 30,
2002. Any amounts recovered in the future on this note receivable will be
credited to operations in the year of recovery. In the event the shares held in
escrow are returned, they will be canceled, without recognition of gain to the
Company.




                                      -6-
<PAGE>

4.       RESOURCE PROPERTIES

Franklin Lake Project, California, USA.

The Company holds/held the following mineral property interests.

(i) A month-to-month lease to 52.5 acres of land and buildings, including
tailings piles in Inyo County, California. The lease requires monthly payments
equal to the greater of $1,200 or 5% of net smelter returns of ore extracted
from the tailings.

(ii) Interest in 58 placer association claims in Inyo County, California. During
the fiscal year ended October 31, 2001, the exact area as was covered by the 408
mineral claims reported as of October 31, 2000, was restaked as 58 placer
association claims. This was possible because, whereas the former claims were
limited to 20 acres each, the placer association claims may cover up to 160
acres each, considerably reducing the Company's claim costs.

In the year ending October 31, 2000, the Company abandoned its interest in
Venezuelan subsidiary companies and related assets comprising the Kilometre 88
project. A gain of $100,098 was recorded to operations upon the abandonment of
the subsidiaries and their removal from consolidation. In the year ending
October 31, 2001, the Company abandoned its interests in 99 mineral claims in
Inyo County, California.

5.       SHARE CAPITAL

Prior to October 29, 2001, the Company was a Canadian corporation known as Naxos
Resources Ltd. It had authorized capital of an unlimited number of shares of
common stock without par value.

Effective October 29, 2001, the Company was "continued" to the U.S. and became a
Nevada corporation. The authorized capital of this corporation consists of
45,000,000 shares of common stock par value $0.001 per share. Effective January
9, 2002, the Company changed its name to Franklin Lake Resources Inc. and
reverse split its shares on the basis of one new share for each ten existing
shares.

This exchange of shares and one for ten reverse split of the common stock has
been applied retroactively in these financial statements. All references to the
numbers and designation of shares in the financial statements and notes are to
the common stock type and number after the above corporate recapitalization.

(b)  Shares issued:

            Outstanding, October 31, 2001 (per Annual Report)      36,493,330
                                                                   ----------
            Adjusted for reverse stock split                        3,649,333
            Issued for cash, services and rent (see Note 7)         3,122,000
            Issued to Xenolix Technologies, Inc.                    1,201,657
                                                                   ----------
            Outstanding, July 31, 2002                              7,972,990
                                                                   ==========




                                      -7-
<PAGE>

(c)  At April 30, 2002, the following share purchase warrants were outstanding:

            ------------------------- ----------------- -----------------
            Number of Shares          Exercise Price    Expiration Date
            ------------------------- ----------------- -----------------
            1,201,657 (Note 1)        $1.08**           October 8, 2002
              327,000                  1.00*            October 18, 2002
              480,000                  0.25*            January 17, 2003
            1,201,657 (Note 1)         1.08**           April 8, 2003
               45,000                  2.50**           January 31, 2003
               40,000                  2.50**           April 30, 2003
            2,400,000                  0.25**           March 31, 2003
            ------------------------- ----------------- -----------------
* Canadian Dollars     **U.S. Dollars

Note 1: contingent on the Xenolix process yielding a production of precious
     metals that can be sold at a profit.


(d)  As of April 30, 2002, the following stock options were outstanding:

            ------------------------- ------------------ -----------------
            Number of Shares          Exercise Price*    Expiration Date
            Subject to Stock Options
            ------------------------- ------------------ -----------------
             5,000 (director)         $1.30              October 1, 2002
             5,000 (former director)  $1.30              October 1, 2002
            10,000 (director)         $1.30              November 27, 2002
             5,000 (former director)  $1.30              November 27, 2002
            15,000 (director)         $1.00              March 24, 2003
             7,000 (former director)  $1.00              March 24, 2003
            47,000
            ------------------------- ------------------ -----------------
* Canadian Dollars

The Company has elected to follow APB 25 "Accounting for Stock Issued to
Employees". Under APB 25, when the exercise price of employee stock options is
equal to the estimated market value of the underlying stock on the date of
grant, no compensation expense is recorded. For each of the Company's stock
options, the exercise price was determined based on the estimated fair market
value of the shares at the date of grant. The Company did not grant any options
in the periods presented in these financial statements. Accordingly, no
compensation expense or proforma disclosure of the effect of accounting for
these awards under SFAS 123 is required.

6.   INCOME TAXES

No provision for income taxes has been made for the years presented as the
Company incurred net losses. The potential benefit of net operating loss
carryforwards has not been presented in the financial statements because the
Company cannot be assured that it is more likely than not that such benefits
would be utilized in future years. The components of the net deferred tax asset,


                                      -8-
<PAGE>

the statutory income tax rate, the effective income tax rate, and valuation
allowance are as follows.

                                                   4/30/02           10/31/01
                                               -------------     -------------
Net operating losses, expire 2009 to 2018       $ 5,850,000       $ 5,650,000

Statutory income tax rate                  $22,250 + 39% of excess over $100,000
Effective income tax rate                                -                 -
Deferred tax assets                             $ 2,040,188       $ 1,970,438
Valuation allowance                              (2,040,188)       (1,970,438)
                                               -------------     -------------
Net deferred tax assets                         $        -        $        -
                                               =============     =============

7.   RELATED PARTY TRANSACTION

The aggregate amount of expenditures, either paid or accrued, to parties not at
arm's length to the Company consist of the following:

                                                       April 30,   April 30,
                                                         2002        2001
                                                      ---------   ----------
      Management fees to a director who is also       $  24,000   $    9,000
      the president of the Company

      Reimbursement for office overhead, services        19,200        6,000
      and supplies to a director who is also the
      president of the Company to be settled by
      future issuance of Company stock

      Legal fees paid to an officer of the               14,700       11,300
      Company
                                                      ---------   ----------
                                                      $  57,900      $26,300


The Company issued a total of 400,000 shares, and warrants to purchase an equal
number of shares, to two directors, for cash in the amount of $100,000. The
Company issued 2,000,000 shares, and warrants to purchase an equal number of
shares, to the President, for cash advanced and services provided in the amount
of $311,718 and an agreement to provide further advances and services in the
amount of $188,282.

8.   SEGMENTED INFORMATION

(a) Industry information. The Company considers itself to be operating in one
reportable operating segment, being the acquisition and development of resource
properties.

(b) Geographic information. Substantially all the Company's assets are in the
U.S.



                                      -9-
<PAGE>

9.   NON-CASH FINANCING AND INVESTING ACTIVITIES

The Company issued 2,000,000 shares and 2,000,000 warrants to the President of
the Company during the period in consideration of cash advances and services
provided in the amount of $311,718, and an agreement to provide additional
advances and services in the amount of $188,282.

10.  COMPARATIVE FIGURES

Certain of the comparative figures for the prior period have been reclassified
to conform to the presentation adopted for the nine months ended April 30, 2002.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
     OPERATION.

The following discussion provides information which management believes is
relevant to an assessment and understanding of the Company's plan of operation.
This discussion should be read in conjunction with the company's financial
statements and notes.

FORWARD LOOKING STATEMENTS

This Form 10-QSB includes, without limitation, certain statements containing the
words "believes", "anticipates", "estimates", and words of a similar nature,
which constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. This act provides a "safe harbor" for
forward-looking statements to encourage companies to provide prospective
information about themselves so long as they identify statements identifying
important factors that could cause actual results to differ from the projected
results. All statements other than statements of historical fact made in this
Form 10-QSB are forward-looking. In particular, the statements herein regarding
the future purchase of equipment, hiring additional personnel, potential
contracts with third parties, future cash requirements, and future profitability
are forward-looking statements. Forward-looking statements reflect management's
current expectations and are inherently uncertain. The Company's actual results
may differ significantly from management's expectations.

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 Death Valley Junction, Inyo County, CA. Its principal
business is searching for and attempting to extract precious metals from the
earth.

The Company was originally incorporated as Naxos Resources Ltd. in Canada in
1986, and operated as a Canadian business until January 9, 2002. On that date,
it was "continued" to the U.S. and became a Nevada corporation. At the same
time, it changed its name to Franklin Lake Resources Inc., and reverse split its
shares on the basis of one new share for each ten shares previously held.

The Company's fiscal year ends on October 31.

The Company has not commenced any significant operations and is, therefore,
still considered a development stage company.



                                      -10-
<PAGE>

RESULTS OF OPERATIONS

During its first fiscal six months, ended April 30, 2002, the Company continued
its exploring and testing activities. Total expenses were $194,979, compared
with $146,437 in the comparable six months in the prior year. The principal
elements of the differences were increases in depreciation, shareholder services
costs, compensation, management fees, office expenses, rent, travel and
entertainment, and governmental fees and licenses, and decreases in mineral
exploration and professional and administrative fees. The management fees and
rent are not payable in cash, but may only be exchanged for shares of the
company's common stock.

During the second fiscal quarter, the company had revenue of $4,100 from sales
of precious metals to a refiner. The current management believes this is the
first revenue from operations in the company's history. It has not made a
previous announcement of this sale, however, because it has not been able to
replicate those results with any consistency. In fact, several of the samples
sent to the refinery at the same time and other shipments to the refiner have
not produced any saleable product or not enough sales to cover the cost of the
refining process. The company does not deem an occasional sale such as this to
be an indication that it has developed its process to the point where it will be
able to make sales on a regular basis, and there can be no assurance that it
will be able to make further sales in the foreseeable future.

The company's investment in plant and equipment increased from $48,512 at
October 31, 2001, to $188,344 at April 30, 2002, because of the purchase of new
equipment and acquisition of the assets of Xenolix Technologies, Inc. for
1,297,790 shares of common stock. The acquisition included a patent and related
trade secrets valued at $1,187,792.

PLAN OF OPERATION

Since Father Gregory Ofiesh was elected president in March 2000, management has
attempted to focus on two matters: bringing the company's finances under control
and producing and selling precious metals.

As to the finances, the Company had approximately $300,000 in debts, all of
which were paid, negotiated, and or canceled in exchange for shares of stock.
Since then, the Company has been current in its bills. Although the company
still has only minimal revenue, it has managed to keep operating on this debt
free basis because of several private offerings of securities and periodic cash
advances by the Company's president. The company is in the process of making a
rights offering to its shareholders. If it cannot continue to raise funds, it
may not be able to remain in business.

As to producing and selling precious metals, the Company recognized that the
prior management had spent millions of dollars in assays and other tests, but
had not sold any precious metals. It was decided to attempt to produce by any
means possible precious metals that could be sold at a profit. The only tests
would be done by the Company's in-house staff. They would, as expeditiously as
possible, seek to identify ores containing precious metals and attempt to
extract them. No public announcement would be made of the Company's progress
until sales of the materials had been made in amounts and with a consistency
that would justify a belief by management that the Company would be able to
reach its objective and operate profitably.



                                      -11-
<PAGE>

During the period, the company purchased several items of equipment that are
expected to improve its ability to produce and sell precious metals. Also, one
of its directors, Paul Kaser, has donated a large dryer to the Company. This
should allow the Company to prepare an improved product for delivery to refiner.

During the Second Quarter, the Company and Xenolix Technologies Inc. entered
into and consummated an Agreement for the Purchase and Sale of Assets, pursuant
to which the Company will acquire the operating assets and the intellectual
property of Xenolix. In return, the Company gave Xenolix 1,201,657 shares of its
common stock, a six-month warrant to acquire another 1,201,657 shares at $1.08
per share, and a 12-month warrant to acquire another 1,201,657 shares at $1.08
per share. The issuance of the warrants, however, may be canceled if the Company
is not able to produce and sell precious metals at profit using Xenolix
processes and technology.



                           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.

<TABLE>
<CAPTION>
 Date             Consideration             Shares            Price              Total
----------------------------------------------------------------------------------------
<C>               <C>                       <C>               <C>               <C>
1/17/02           Cash                      600,000           $0.25             $150,000
2/27/02           Cash                      120,000           $0.25               30,000
3/15/02           Debt                    2,000,000           $0.25              500,000
3/21/02           Cash                      266,000           $0.25               66,500
3/25/02           Cash                      134,000           $0.25               33,500
3/25/02           Cash                        2,000           $0.63                1,272
4/8/02            Plant, equipment, and
                  other property          1,201,657           $1.08            1,297,790
</TABLE>

The securities were sold by executives of the Company without the use of an
underwriter. In effecting the sales without prior registration, the Company
relied on the exemption authority provided by Section 4(2) of the Securities Act
of 1933, as amended, relating to sales not involving any public offering. We
believe that all such sales were made by our executive officers in private,
negotiated transactions without any advertising, public announcements or general
solicitation. 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:



                                      -12-
<PAGE>
     a.   Officers, directors, promoters or control persons of the issuer; or

     b.   Individuals who:

          i.   Are knowledgeable and sophisticated in investment matters;
          ii.  Are able to assess the risks of an investment such as in our
               securities;
          iii. Are financially able to bear the risk of a loss of their entire
               investment; and
          iv.  Have access to pertinent information regarding the issuer and its
               operations.

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


Item 3. DEFAULTS ON SENIOR SECURITIES

None.

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

None.

Item 5. OTHER INFORMATION

None


Item 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits: None.

Reports on Form 8-K:

On April 16, 2002, the Company filed on EDGAR a Current Report on Form 8-K
respecting an acquisition of assets and a change in the Company's certifying
accountants. That Form 8-K was subsequently amended on May 17, 2002, June 26,
2002, and September 5, 2002.






                                      -13-
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          FRANKLIN LAKE RESOURCES INC.
                                          (Registrant)

Date: September 26, 2002             By:  /s/ Father Gregory Ofiesh
                                          ----------------------------
                                          Father Gregory Ofiesh
                                          President and Chief Executive Officer



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


I, Father Gregory Ofiesh, President and Chief Executive Officer of Franklin Lake
Resources Inc.(the "Company"), do hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to my knowledge:

     (a)    the Annual Report on Form 10-KSB of the Company for the fiscal year
            ended July 31, 2002, as filed with the Securities and Exchange
            Commission (the "Report"), fully complies with the requirements of
            Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (b)    the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.


Dated: September 26, 2002


/s/ Father Gregory Ofiesh
-------------------------------------
President and Chief Executive Officer




                                      -14-
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002



I, Father Gregory Ofiesh, Chief Financial Officer of Franklin Lake Resources
Inc.(the "Company"), do hereby certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my
knowledge:

     (a)    the Annual Report on Form 10-KSB of the Company for the fiscal year
            ended July 31, 2002, as filed with the Securities and Exchange
            Commission (the "Report"), fully complies with the requirements of
            Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (b)    the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.


Dated: September 26, 2002


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




                                      -15-