SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
          |X|  QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarterly period ended January 31, 2005

          [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

                  For the transition period from ____________ to _____________


                      Commission file number: 000-21812



                          FRANKLIN LAKE RESOURCES INC.
            --------------------------------------------------------
           (Exact name of small business as specified in its charter)


               NEVADA                                        52-2352724
 ------------------------------------------          --------------------------
    (State or other jurisdiction of                         (IRS Employer
     incorporation or organization)                      Identification No.)



               172 Starlite Street, South San Francisco, CA 94080
        ---------------------------------------------------------------
                    (Address of principal executive offices)


                                 (650) 588-0425
                          ----------------------------
                           (Issuer's telephone number)


  ----------------------------------------------------------------------------
              (Former name, former address, and former fiscal year,
                         if changed since last report)




                                      -i-
<PAGE>

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes |X|     No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

     Issued and outstanding as of February 1, 2005: 12,782,475 shares common
     stock, $0.001 par value

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



                                      -ii-
<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item 1  -  Financial Statements

     The unaudited financial statements of Franklin Lake Resources Inc., a
Nevada corporation ("Company"), as of and for the period ended January 31, 2005,
follow. In the opinion of management, the financial statements fairly present
the financial condition of the Company. These interim financial statements
should be read in conjunction with our audited restated financial statements for
the fiscal year ended October 31, 2004.







                                      -1-
<PAGE>

                      FRANKLIN LAKE RESOURCES, INC.
                     (An Exploration Stage Company)

                       Consolidated Balance Sheet
                               (Unaudited)

<TABLE>
<CAPTION>
                                                                   January 31,       October 31,
                            ASSETS                                     2005              2004
                                                                 ----------------- -----------------
Current Assets:
<S>                                                               <C>               <C>
     Cash                                                         $        29,926   $         4,368
     Prepaids and other                                                       494               432
                                                                 ----------------- -----------------
Total Current Assets                                                       30,420             4,800

Fixed Assets:
     Office furniture & equipment                                          30,101            30,101
     Plant equipment                                                      422,113           419,469
     Accumulated depreciation                                            (367,073)         (357,254)
                                                                 ----------------- -----------------
Total Fixed Assets                                                         85,141            92,316

Other Assets:
     Reclamation bond- net of estimated reclamation costs                  19,867            19,867

Total Assets                                                      $       135,428    $      116,983
                                                                 ================= =================

              LIABILITIES & SHAREHOLDERS' EQUITY

Current Liabilities:
     Accounts payable and accrued liabilities                               2,353             2,026
                                                                 ----------------- -----------------
Total Current Liabilities                                                   2,353             2,026

Total Liabilities                                                           2,353             2,026

Stockholders' Equity:
     Preferred Stock, $.001 par value; authorized 5,000,000 shares;
         no preferred shares outstanding                                        -
     Common Stock, $.001 par value; authorized 45,000,000 shares;          11,910            11,813
         12,781,475 issued and outstanding at January 31, 2005;
         11,813,975 issued and outstanding at October 31, 2004
     Additional Paid-In Capital                                        31,489,129        31,392,476
     Accumulated Deficit                                              (31,367,964)      (31,289,332)
                                                                 ----------------- -----------------
Total Stockholders' Equity                                                133,075           114,957

                                                                 ----------------- -----------------
Total Liabilities and Stockholders' Equity                        $       135,428   $       116,983
                                                                 ================= =================
</TABLE>

               See accompanying notes to the financial statements.



                                      -2-
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                     Cumulative
                                                                                    From Date of
                                                                   (Restated)       Inception on
                                               Quarter Ended      Quarter Ended     May 23, 1986
                                                January 31,        January 31,     to January 31,
                                                   2005               2004              2005
                                              ----------------   ---------------- ------------------

<S>                                            <C>                <C>              <C>
Revenues                                       $            -     $            -   $              -
                                              ----------------   ---------------- ------------------
Total Revenue                                               -                  -                  -
Expenses:
     Mineral exploration costs                         15,627             18,703         15,979,085
     Depreciation/amortization expenses                 9,819              9,819          3,656,457
     General and administrative                        53,186             54,428         10,595,742
     Impairment of patents and
     Intellectual property                                                                1,162,792
                                              ----------------   ---------------- ------------------
                                                            -                                     -
Total Expenses                                         78,632             82,950         31,394,076

                                              ----------------   ---------------- ------------------

Other Income:
     Precious Metal Sales                                   -                  -             26,111
                                              ----------------   ---------------- ------------------

Net Loss                                       $      (78,632)    $      (82,950)  $    (31,367,965)
                                              ================   ================ ==================

Weighted Average Shares
                                              ----------------   ----------------
   Common Stock Outstanding                        12,297,725          9,083,508
                                              ================   ================
Net Loss Per Common Share
                                              ----------------   ----------------
   (Basic and Fully Diluted)                          $ (0.01)           $ (0.01)
                                              ================   ================
</TABLE>



                 See accompanying notes to financial statements.



                                      -3-
<PAGE>

                          FRANKLIN LAKE RESOURCES, INC.
                         (An Exploration Stage Company)

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Cumulative
                                                                                            From Date of
                                                                            (Restated)      Inception on
                                                          Quarter Ended    Quarter Ended   May 23, 1986 to
                                                           January 31,       January 31,     January 31
                                                               2005             2004            2005
                                                          --------------   --------------  ---------------
Cash Flows used in Operating Activities:
<S>                                                           <C>              <C>           <C>
Net Loss                                                      $ (78,632)       $ (82,800)    $(31,367,964)

Adjustments to reconcile net loss to net
  cash provided by operations
     Amortization / depreciation                                  9,819            9,819        3,656,457
 Proceeds- net book value of equipment licenses,
 properties sold/ abandoned                                                                     2,621,265
Impairment of patents and intellectual property                                                 1,162,792
Common stock issued for compensation, rent and expenses          21,750                           687,573
                                                          --------------   --------------  ---------------
Net Cash used in Operations                                     (47,063)         (72,981)     (23,239,877)

Changes to Operating Assets and Liabilities:
    (Increase) decrease in prepaid expenses and other               (62)               -             (494)
    Increase (refund) of reclamation bond outstanding                                             (19,867)
    Increase ( decrease)  in accounts payable
      and accrued liabilities                                       327          (12,216)           2,353
                                                          --------------  ---------------  ---------------
  Cash Flows used in Operating Activities                       (46,798)         (85,197)     (23,257,885)

Cash Flows from Investing Activities:
     Purchases of plant & equipment                              (2,644)               -         (872,480)
     Acquisition of mineral properties                                -                -       (2,152,077)
                                                          --------------   --------------  ---------------
  Total Cash Flows Provided by Investing Activities              (2,644)               -       (3,024,557)

Cash Flows from Financing Activities:
     Common stock issued for cash                                75,000                -       23,616,611
     Loan proceeds                                                    -                -        2,202,407
     Advances (repayments) from
        officers/directors/affiliates                                 -           21,750          493,350
                                                          --------------   --------------  ---------------
  Cash Flows from Financing Activities                           75,000           21,750       26,312,368

                                                          --------------   --------------  ---------------
  Net Increase (Decrease) in Cash                                25,558          (63,447)          29,926

  Cash at Beginning of Period                                     4,368          107,755                -

                                                          --------------   --------------  ---------------
Cash at End of Period                                          $ 29,926         $ 44,308         $ 29,926
                                                          ==============   ==============  ===============
</TABLE>


                 See accompanying notes to financial statements.

                                      -4-
<PAGE>

                            FRANKLIN RESOURCES, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

                                January 31, 2005

A.  BASIS OF PRESENTATION

The Interim financial statements of Franklin Lake Resources, Inc. and
Subsidiaries (the Company) for the three months ended January 31, 2005 and
2004are not audited. The financial statements are prepared in accordance with
the requirements for unaudited interim periods, and consequently do not include
all disclosures required to be in conformity with accounting principles
generally accepted in the United States of America.

In the opinion of management, the accompanying consolidated financial statements
contain all adjustments, consisting only of normal recurring accruals, necessary
for a fair presentation of the Company's financial position as of January 31,
2005 and the results of operations and cash flows for the three months ended
January 31, 2005 and 2004.

The results of operations for the three months ended January 31, 2005 and 2004
are not necessarily indicative of the results for a full year period.



B.  SIGNIFICANT ACCOUNTING POLICIES

(a)  Principles of Consolidation

These consolidated financial statements include the accounts of Naxos Resources
ltd., Franklin Lake Resources Inc., and Naxos Resources (U.S.A.), Ltd., for
period ended January 31, 2005 and January 31, 2004.

(b)  Use of Estimates

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(c)  Mineral properties and Equipment

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


                                      -5-
<PAGE>

Reclamation bonds for which the Company has posted refundable cash deposits
cover the restoration and rehabilitation of the Company's BLM properties. The
Company does not believe that it is obligated for significant environmental,
rehabilitation or restoration expenses for the mining operations it has
conducted to date. The Company believes that its cash deposits could be totally
refunded without significant additional expenditures to restore its mining
properties.

(d)  Loss Per Share

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

(e)  Comprehensive Income

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

(f)  Stock Based Compensation

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

(g)  Income Taxes

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

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

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

(h)  Fair Value of Financial Instruments

The respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash, tax
credit recoverable, reclamation bond, loan receivable, accounts payable and
accrued liabilities, amount due to a director and loan payable. Fair values were
assumed to approximate fair values or they are receivable or payable on demand.


                                      -6-
<PAGE>

Management is of the opinion that the Company is not exposed to significant
interest, credit or currency risks arising from these financial instruments.


C. RENTAL PAYMENTS - RESTATEMENT

The Company reported rental payments made to an officer of the Company as an
expense in the first quarter of 2004. These rents should have been accrued and
reported as an expense in the proper period. The financial statements for the
quarter ended January 31, 2004 have been restated to report the correct amount
of rent expense in the first quarter of 2004. The results of the restatement on
the statement of operations, and net loss per common share are illustrated
below:

                               Three Months Ended
                                January 31, 2004

                                            Originally
                                            Reported          Restated
                                         ------------      -------------

Revenues                                  $        -       $          -

Mineral exploration costs                     44,930             18,703
Depreciation                                   9,819              9,819
General and administrative                    61,717             54,428
                                         ------------      -------------
         Total operating costs               116,467             82,950

Interest income                                  150                150
                                         ------------      -------------
         Net (loss)                         (116,317)           (82,800)
                                            ---------      -------------

Weighted average common
Shares outstanding                          8,682,402         9,035,508

Net loss per share                            ($0.01)           ($0.01)




                                      -7-
<PAGE>

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

Plan of Operation

     During the fiscal year ended October 31, 2004 we reduced testing on the
Franklin Lake silica material (see Significant Trends above), and we intend to
continue at a low level during the current year. At January 31, 2005, we had
cash on hand of $29,926. We estimate that this amount will be sufficient to
cover our operating expenses for February, March and perhaps into April. We will
have to raise additional capital if we are to be able to continue operations at
any level past that time. On September 14, 2004 we announced that Father Ofiesh,
Company president, was then investing $50,000 and would guarantee investment of
another $200,000 by January 31, 2005. By that date he had invested $120,000, but
had not invested, or found others to invest, the remaining amount.

Subsequent Event -- Since January 31, 2005, Father Ofiesh has advanced another
$50,000 to the company. Based on recent activities, this amount will allow us to
continue operations through April and into May.


Item 3  -  Controls And Procedures

Evaluation of Disclosure Controls and Procedures

     As of the end of the period covered by this report, an evaluation was
carried out by Goldman Sachs' management, with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934). Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that these disclosure
controls and procedures were effective as of the end of the period covered by
this report. In addition, no change in our internal control over financial
reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of
1934) occurred during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

Changes in Internal Controls

     There were no significant changes in the Company's internal controls or in
other factors that could significantly affect those controls since the most
recent evaluation of such controls.


                           PART II - OTHER INFORMATION

Item 1  -  Legal Proceedings

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

Item 2  -  Changes in Securities

         None.


                                      -8-
<PAGE>

Item 3  -  Defaults Upon Senior Securities

         None.


Item 4  -  Submission of Matters to a Vote of Security Holders

         None.

Item 5  -  Other Information

         None.

Item 6  -  Exhibits and Reports on Form 8-K

        Exhibits:

                 No.            Description

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


        Reports on Form 8-K

                None.


                                   SIGNATURES

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


                                 FRANKLIN LAKE RESOURCES INC.



April 8, 2005                    /s/ Fr. Gregory Ofiesh
------------------               --------------------------------------------
Dated                            President, Acting Chief Financial Officer








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