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 January 31, 2004

                        Commission file number 000-21812

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

                      Nevada                   52-2352724
               ------------------------  ------------------------
               (State of incorporation)  (IRS Employer ID Number)

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

                                 (650) 588-0425
                          --------------------------
                               (Telephone number)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports) Yes [X] No [ ], and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [ ]

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

     Issued and  outstanding  as of January 31, 2004:  8,682,405  shares  common
     stock, $0.001 par value

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

                                      -i-
<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, 2004,
follow. In the opinion of management, the financial statements fairly present
the financial condition of the Company.


                                      -1-
<PAGE>


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


<TABLE>
<CAPTION>
                                                                  January 31,         October 31,
                                                                     2004                2003
                                                                 ------------        ------------
                     ASSETS
Current Assets:

<S>                                                              <C>                 <C>
     Cash                                                        $     44,308        $    107,755
     Prepaids and other                                                   302                 302
                                                                 ------------        ------------
                             Total Current Assets                      44,610             108,057
Fixed Assets:
     Office furniture & equipment                                      30,101              30,101
     Plant equipment                                                  419,469             419,469
     Accumulated depreciation                                        (327,797)           (317,978)
                                                                 ------------        ------------
                               Total Fixed Assets                     121,773             131,592
Other Assets:
     Reclamation bond- net of estimated
reclamation costs                                                      19,867              19,867
                                     Total Assets                $    186,249        $    259,516
                                                                 ============        ============
      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
     Bank Overdraft                                                         -        $      1,403

     Accounts payable and accrued liabilities                    $      4,705               5,750
                                                                 ------------        ------------
                        Total Current Liabilities                       4,705               7,153
                                                                 ------------        ------------
Long-Term Liabilities:
     Advances by director and officer payable in stock                126,657              81,157
                                                                 ------------        ------------
                      Total Long-Term Liabilities                     126,657              81,157
                                                                 ------------        ------------
                                Total Liabilities                     131,362              88,310
                                                                 ------------        ------------
Stockholders' Equity:
     Preferred Stock, $.001 par value; authorized 5,000,000
        shares; no preferred shares outstanding                             0                   0
     Common Stock, $.001 par value; authorized 45,000,000
        shares; 8,682,405 issued and outstanding at
        January  31, 2004                                               8,682               8,682
     Additional Paid-In Capital                                    29,919,658          29,919,658
     Accumulated Deficit                                          -29,873,454         -29,757,134
                                                                 ------------        ------------
                       Total Stockholders' Equity                      54,887             171,206
                                                                 ------------        ------------
       Total Liabilities and Stockholders' Equity                $    186,249        $    259,516
                                                                 ============        ============

</TABLE>


               See accompanying notes to the financial statements.


                                      -2-
<PAGE>


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


                                          Quarter Ended   Quarter Ended
                                            January 31,     January 31,
                                               2004            2003
                                          -------------   --------------

    Revenue from precious metal sales     $          0    $           0
                                          -------------   --------------
                        Total Revenue                0                0
                            Expenses:
            Mineral exploration costs           44,930           48,629
   Depreciation/amortization expenses            9,819            9,757
           General and administrative           61,717           47,962
                                          -------------   --------------
                       Total Expenses          116,467          106,350

              Other Income (Expense):

                      Interest income              150                0
                                          -------------   --------------
                             Net Loss     $   (116,317)   $    (106,350)
                                          =============   ==============

              Weighted Average Shares
             Common Stock Outstanding        8,682,402        8,411,113
                                          =============   ==============

            Net Loss Per Common Share
            (Basic and Fully Diluted)          $(0.01)          $(0.01)
                                          =============   ==============



                 See accompanying notes to financial statements.



                                      -3-
<PAGE>

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

<TABLE>
<CAPTION>
                                                       Quarter Ended      Quarter Ended
                                                        January 31,        January 31,
                                                            2004              2003
                                                      ---------------   ---------------

         Cash Flows used in Operating Activities:

<S>                                                   <C>               <C>
                                         Net Loss     $     (116,317)   $     (106,350)

        Expenses not Requiring an Outlay of Cash:

                      Amortization / depreciation              9,819             9,757
                      Net Cash used in Operations           (106,498)          (96,593)

     Changes to Operating Assets and Liabilities:

(Increase) decrease in prepaid expenses and other                  0                95


    Increase ( decrease)  in accounts payable and             (1,045)            2,402
                              accrued liabilities

          Cash Flows used in Operating Activities           (107,453)          (94,006)

            Cash Flows from Investing Activities:

                   Purchases of plant & equipment                  0            (1,678)

Total Cash Flows Provided by Investing Activities             (1,677)           (1,678)

            Cash Flows from Financing Activities:

                     Common stock issued for cash                  0           350,000

                       Advances (repayments) from             45,500            18,140
                    officers/directors/affiliates
                                                      ===============   ===============
             Cash Flows from Financing Activities             45,500           368,140
                                                      ---------------   ---------------
                  Net Increase (Decrease) in Cash            (62,043)          272,365
                      Cash at Beginning of Period            106,352              (127)
               Cash and (Bank Overdraft) combined
                                 at End of Period     $       44,308    $      272,239
                                                      ===============   ===============
</TABLE>



                 See accompanying notes to financial statements.


                                      -4-
<PAGE>


                          FRANKLIN LAKE RESOURCES, INC.
                         (Formerly Naxos Resources Ltd.)
                   Notes to Consolidated Financial Statements
                                January 31, 2004
                                   (Unaudited)

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 had 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,
formally ending the Company's legal ties to Canada. On January 9, 2002, the name
change (to Franklin Lake Resources Inc.) became effective for trading purposes.
At the same time, a reverse split of the Company's shares on the basis of one
new share for each ten shares held also became effective and the Company
received a new symbol, FKLR.

The Company is in the business of exploring for precious metals, developing
processes for extracting them from the earth, and, if warranted, developing
sites for larger scale testing and possible development. The Company's principal
property consists of 58 placer association claims, covering more than 8,000
acres, at Franklin Lake, near Death Valley, California.

The Company is an exploration stage company as defined in Financial Accounting
Standard No. 7 (Accounting and Reporting by Development Stage Companies).
Further, as a "reporting company" pursuant to the Securities Exchange Act of
1934, as amended, the Company's financial reports include the information
required by provisions of Regulation S-X under that Act, and specifically
Industry Guide 7 therein, applicable to companies engaged in mineral exploration
and development. The Company has incurred losses every year since its inception;
it did not have any revenue from sales until 2002, and had no sales in 2003 or


                                      -5-
<PAGE>

in the first quarter of 2004. The Company has sold common stock on a regular
basis 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 stock or from other
sources, it may not be able to continue its exploration activities and to stay
in business.


2.  SIGNIFICANT ACCOUNTING POLICIES

(a)  Principles of Consolidation

     These  consolidated  financial  statements include the accounts of Franklin
     Lake  Resources  Inc.,  and Naxos  Resources  (U.S.A.),  Ltd.,  for  fiscal
     quarters ended January 31, 2004, and January 31, 2003.

(b)  Use of Estimates

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

(c)  Foreign Exchange Gains or Losses

     The Company  had no foreign  currency  gains or losses in fiscal  quarterly
     period ended January 31, 2004 or 2003. The Company conducted  substantially
     all of its operations in US dollars for both fiscal years.  The Company had
     no monetary  assets or  liabilities  denominated  in foreign  currencies at
     either January 31, 2004 or 2003.

(d)  Mineral Properties and Equipment

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

     Reclamation bonds for which the Company has posted refundable cash deposits
     cover the restoration and  rehabilitation  of the Company's BLM properties.
     The  Company   does  not  believe  that  has   significant   environmental,
     rehabilitation  or restoration  expenses for the exploration  operations it
     has conducted to date. The Company  believes that its cash deposits will be


                                      -6-
<PAGE>

     refunded  without  significant  additional   expenditures  to  restore  its
     exploration  properties.  The Company  has not  recorded an increase in the
     estimated  recoverable  cash  deposits  and  will  not do so  until  it has
     received an official notification of its reduced exposure to environmental,
     rehabilitation,  and restoration expenses. The Company has a deposit in the
     amount of $58,000  available to cover  reclamation  costs.  The Company has
     reflected a net recoverable  value of $19,867 based upon estimates of those
     costs.

     Equipment used in mineral  exploration has been  depreciated  over a 5-year
     life on the straight-line method.

(e)  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."

(f)  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.

(g)  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 Standards
     No. 123 (SFAS 123) with respect to employee stock options.

(h)  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.



                                      -7-
<PAGE>

     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.

(i)  Fair Value of Financial Instruments

     The  respective  carrying  values  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.  Book 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.

(j)  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.

3.   CANCELLATION OF ASSET ACQUISITION AGREEMENT WITH XENOLIX TECHNOLOGIES, INC.
     (RESTATEMENT OF PRIOR PERIOD)

     On January 28, 2004 the Company  entered into a settlement  agreement  with
     Xenolix Technologies, Inc., the effect of which was to affirm the company's
     cancellation  of the asset  acquisition  agreement of April 9, 2002 between
     the parties.  The Company's financial  statements for the fiscal year ended
     October 31, 2002,  and the fiscal  quarters ended January 31, April 30, and
     July 31, 2003 have been restated to reflect the terms of the settlement.

4.   VALUATION OF SHARES ISSUED

     The Company is thinly capitalized;  the trading volume of its shares is low
     and the price per share is highly  volatile  based  upon  relatively  small
     amounts of trading  activity.  The price of shares in sales by the  Company
     for cash  and the  values  of  shares  issued  in  other  transactions  are
     determined by private  negotiations  between the parties involved.  Finding
     investors willing to purchase shares has been difficult. The Company issued
     new shares for cash in two transactions in the fiscal quarter ended January
     31, 2003: a private  placement in which it issued 857,143 shares at a price
     of $0.35 per share, for total  consideration of $300,000,  and the exercise
     of a  warrant  in which it  issued  200,000  shares at a price of $0.25 per


                                      -8-
<PAGE>

     share,  for a total  consideration  of $50,000.  In both  cases,  the stock
     issued was restricted and requires  resale in accordance  with the SEC rule
     144. The Company did not issue any new shares in the fiscal  quarter  ended
     January 31, 2004.

     The nature of the Company's business and required future investments by the
     Company will  preclude the Company from  establishing  a positive cash flow
     unless  or  until it can  demonstrate  the  existence  of  reserves  on its
     property and the ability to recover precious metals economically. Since its
     inception,  the Company has met all its cash needs from sales of its common
     stock, in a few small public offerings and several private  placements.  If
     the Company is to continue exploration  activities and eventually move from
     the  exploration  stage to the  development  stage,  it will have to obtain
     larger sources of funds than it has been able to get from its past sources.
     Prior unsuccessful operations,  its failure to achieve production since its
     inception,  and the general trend of precious metal prices, will all impact
     the Company's ability to raise future capital.


5.   RELATED PARTY TRANSACTIONS AND OPERATING LEASES

     In the Fiscal Year Ended  October 31, 2002,  and prior  years,  the Company
     president  made  advances  to the  Company  to cover  operating  costs  and
     day-to-day expenses,  provided management services,  and provided space and
     facilities for Company offices (including  supplies and overhead),  and for
     its  exploration  and  testing  activities.  Although  he was  entitled  to
     repayment in cash or in shares of Company  stock for the  advances,  he was
     only  entitled to shares of Company stock for the  management  services and
     the rent.  Since  the  fiscal  year  ended  October  31,  2002,  he has not
     provided,  and specifically  during the quarters ended January 31, 2003 and
     January 31, 2004, he did not provide,  further  advances to the company but
     he  has  continued  to  provide  management  services  and to  provide  the
     described property.  He is authorized to exchange the Company's  obligation
     to him for  shares  of its stock at the time of any sales of stock to other
     investors,  upon the same  terms as given to the  other  investors  in cash
     sales transactions.

     During the period  covered by this report,  management  discovered  that 19
     months' rent of $1,250 per month on its testing and production facility had
     not been recorded in prior periods.  The back rent was recorded on November
     30, 2003.



                                      -9-
<PAGE>

                                                   2003         2002
                                               -----------  -----------

  Balances at Beginning of Period               $  81,157    $   9,017

  Management fees at $4,000 per month              12,000       12,000

  Corporate office rent, supplies, and
    overhead at $2,000 per month                    6,000        6,000

  Test plant / exploration property rental
    at $1,250 per month (includes previously
    unrecorded rent for 19 months prior to
    the period covered by this report)             27,500            -

  Advance to an employee                                -          140

                                               -----------  -----------
  Total for fiscal quarter                      $   45,400   $   18,140
                                               -----------  -----------
  Balance at end of quarter                     $  126,657   $   27,157
                                               ===========  ===========

  Legal fees to officer                          $  8,000     $  8,000
                                               ===========  ===========


6.   STOCK OPTIONS & WARRANTS

     The Company  granted  directors and certain  employees  stock options as an
     incentive to purchase  shares of the Company's  common  stock.  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:




                                      -10-
<PAGE>

Stock Options:
<TABLE>
<CAPTION>
                                                                        Average
                                                 Number of              Exercise
                                                   Shares                Price
                                            --------------------- --------------------
     Balances outstanding; October 31, 2003              125,000               $ 0.37
                                     Issued                    -
                                    Expired                    -
                                            --------------------- --------------------
     Balances outstanding; January 31, 2003              125,000               $ 0.37
                                            ===================== ====================


                                                   Number
                                               Outstanding &            Average             Exercise
                                                  Issuable         Contractual Life           Price
                                            --------------------- -------------------- --------------------
     Exercise Prices:

                    $.37 on October 22, 2005              125,000                 1.75               $ 0.37
                                             --------------------- -------------------- --------------------
                         Totals and averages              125,000                 1.75               $ 0.37
                                             ===================== ==================== ====================


                                                   Number of
                                                Shares Subject          Exercise            Expiration
                                               to Stock Options           Price                Date
                                             --------------------- -------------------- --------------------
                      Five current directors              125,000               $ 0.37     October 22, 2005
                                             --------------------- --------------------
                                                          125,000               $ 0.37
                                             ===================== ====================


Warrants:
                                                    Number of
                                                     Shares
                                             ---------------------
   Balances outstanding; October 31, 2003(1)            1,428,572
                                  Excercised                    -
                                     Expired                    -
                                      Issued                    -
                                             ---------------------
   Balances outstanding; January 31, 2003(1)            1,428,572
                                             =====================
<S> <C>
</TABLE>
--------------
(1) Includes 600,000 issued in the settlement with Xenolix,  exercisable at $.30
per share  through June 30,  2004;  and 928,572  issued in a private  placement,
exercisable at $.50 through November 30, 2004.




                                      -11-
<PAGE>

     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.


7.   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
     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:

                                                    2003          2002
                                              ------------- --------------
Net operating losses expiring 2009-2022        $ 6,600,000    $ 6,150,000
Statutory tax rate:
     $22,250 + 39% in excess of $100,000
Effective tax rate:                                      -              -
Deferred tax assets:                             2,557,000      2,380,000
Less valuation allowance:                       (2,557,000)    (2,380,000)
                                              ------------- --------------
                      Net Deferred Tax Assets  $         -    $         -
                                              ============= ==============

8.   Rescission of Share Exchange Transaction

     In connection with its  redomiciliation  from British Columbia to Nevada on
     January  9,  2002  the  Company  issued  shares  in a newly  formed  Nevada
     corporation  in  exchange  for  the  outstanding  shares  of  the  Canadian
     corporation.  On advice of counsel  the Company  did not  register  the new
     shares under the  Securities Act of 1933, but later learned that the shares
     should have been so registered.  Accordingly, the Company may make an offer
     of rescission to certain shareholders,  which offer would most likely be in
     the form of a purchase of their shares for cash.

     The  Company  has  not  yet  finally  determined  the  terms  upon  which a
     rescission  offer would be made.  Nor has the Company  determined the exact
     number of shareholders that might be eligible for the offer, although it is
     of the opinion that any such  eligible  shareholders  will not  represent a
     significant number of shares subject to the rescission offer.  Accordingly,
     the Company has not set aside any cash  reserve to purchase  stock that may
     be  tendered;  however,  if  the  Company's  opinion  proves  wrong  and  a
     substantial number of shares were to be tendered, the rescission could have
     a material adverse effect on the Company's cash position and liquidity.




                                      -12-
<PAGE>

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

Plan of Operation

     We plan to reduce testing on the Franklin Lake silica material (see
Significant Trends above), and we intend to engage one or more additional
independent assayers to run tests on the silica, then make a final determination
whether further expenditure is warranted. Accordingly, our outlays for
exploration should begin to decrease in the second quarter. We estimate that our
current cash reserves will be sufficient to cover our operating expenses for
about six months into the year, so it is likely that we will have to raise
additional capital if we are to continue operations at any level beyond the
second quarter, but we have not yet determined the specifics of any such
financing.



                           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.


Item 3  -  Defaults Upon Senior Securities

         None.

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

         None.

Item 5  -  Other Information

         None.



                                      -13-
<PAGE>

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.


March 16, 2004                             /s/ Fr. Gregory Ofiesh
-----------------                          -----------------------------
Date                                       President, Acting Chief
                                           Financial Officer





                                      -14-