**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
                One)**x****QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934**For
                the quarterly period ended:January
                31, 2006**Or****o****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES**
              **EXCHANGE ACT OF 1934**For
                the transition period from ____________ to _____________Commission
                File Number: 000-21812**Franklin
                Lake Resources Inc.**(Exact
                name of registrant as specified in its charter)Nevada
            52-2352724(State
                of Incorporation)
            (I.R.S.
                Employer Identification No.)172
                Starlite Street
              So.
                San Francisco, CA 94080(Address
                of principal executive offices)(650)
                588-0425(Registrant's
                telephone number)N/A(Former
                name, former address and former fiscal year, if changed since last
                report)


Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 during
      the preceding 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 o









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            1
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**APPLICABLE
      ONLY TO USERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
      YEARS:**





Indicate
      by check mark whether the registrant has filed all documents and reports
      required by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
      subsequent to the distribution of securities under a plan confirmed by a
      court





Yes o No o





**APPLICABLE
      ONLY TO CORPORATE USERS:**


Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date: 15,623,475 as of January 31,
      2006








Part
      I -
      FINANCIAL STATEMENTS





Item
      1
      Financial Statements







**FRANKLIN
                LAKE RESOURCES, INC.****(An
                Exploration Stage Company)****Balance
                Sheet**(Unaudited)January
                31,
            
            October
                31,ASSETS
            
            2006
            
            2005Current
                Assets:Cash
            
            $
            7,044
            
            $
            8,652Prepaids
                and other
            
            
            598
            
            
            598Total
                Current Assets
            
            
            7,642
            
            
            9,250Fixed
                Assets:Office
                furniture & equipment
            
            
            30,101
            
            
            30,101Plant
                equipment
            
            
            429,712
            
            
            429,712Accumulated
                depreciation
            
            
            (407,249
            )
            
            (397,130
            )Total
                Fixed Assets
            
            
            52,564
            
            
            62,683Other
                Assets:Reclamation
                bond- net of estimated reclamation costs
            
            
            19,867
            
            
            19,867-Total
                Assets
            
            $
            80,073
            
            $
            116,983LIABILITIES
                & SHAREHOLDERS' EQUITYCurrent
                Liabilities:Accounts
                payable and accrued liabilities
            
            
            3,724
            
            
            2,588Total
                Current Liabilities
            
            
            3,724
            
            
            2,588Stockholders'
                Equity:Preferred
                Stock, $.001 par value; authorized 5,000,000 shares;no
                preferred shares outstandingCommon
                Stock, $.001 par value; authorized 45,000,000 shares;15,623,475
                issued and outstanding at January 31
            
            
            15,623
            
            
            14,803Additional
                Paid-In Capital
            
            
            31,769,616
            
            
            31,688,486Accumulated
                Deficit
            
            
            (31,708,890
            )
            
            (31,614,077
            )Total
                Stockholders' Equity
            
            
            76,349
            
            
            89,212Total
                Liabilities and Stockholders' Equity
            
            $
            80,073
            
            $
            91,800See
                accompanying notes to the financial statements





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Notes
      to
      Financial Statements





**FRANKLIN
      LAKE RESOURCES, INC.**


(Formerly
      Naxos Resources, Ltd.)


(An
      Exploration Stage Company)


**Notes
      to Interim Financial Statements**


**January
      31, 2006**




**1.
      HISTORY**





Franklin
      Lake Resources Inc. ("FKLR" or "Company") 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. In the year 2000, the Company 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 United States. 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. 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 possible development. The Company's principal property consists of
      58
      placer association claims, covering approximately 8,000 acres, at Franklin
      Lake,
      near Death Valley Junction, California.





The
      Company is an exploration stage company as defined in Statement on Financial
      Accounting Standard No. 7 (SFAS 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 the companies engaged
      in
      mineral exploration and development.








**Basis
      of Presentation**





The
      Interim financial statements of the Company for the three months ended January
      31, 2006 were 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.





These
      financial statements reflect all adjustments that, in the opinion of management,
      are necessary to present fairly the results of operations for the interim
      periods presented. All adjustments are of a normal recurring nature, unless
      otherwise disclosed.





**2.
      SIGNIFICANT ACCOUNTING POLICIES**





(a)
            Accounting
                Methods





The
      Company recognizes income and expense based on the accrual method of
      accounting.







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          -


**FRANKLIN
      LAKE RESOURCES, INC.**


(Formerly
      Naxos Resources, Ltd.)


(An
      Exploration Stage Company)


**Notes
      to Interim Financial Statements**


**January
      31, 2006**





(b)
            Use
                of Estimates




The
      preparation of 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)  Dividend
      Policy





The
      Company has not adopted a policy regarding the payment of dividends and does
      not
      anticipate payment of dividends in the future.





(d)  Mineral
      Properties and Equipment





The
      Company has expensed the costs of acquiring and exploring its 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 it has significant environmental, rehabilitation or restoration
      expenses for the exploration operations it has conducted to date. The Company
      believes that its cash deposits could be refunded without significant additional
      expenditures to restore its exploration properties. The Company has not recorded
      an increase in the estimated recoverable deposits until it has received a more
      formal 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. The Company
      will reflect an increase in the value of its deposits when it is able to reduce
      them based upon regulatory approvals and a refund of its deposit.





(e)  Basic
      and
      Dilutive Net Income (Loss) Per Share





Basic
      net
      income (loss) per share amounts are computed based on the weighted average
      number of shares actively outstanding in accordance with SFAS 128 “Earnings Per
      Share.” Diluted net income (loss) per share amounts are computed using the
      weighted average number of common shares and common equivalent shares
      outstanding as if shares had been issued on the exercise of any common share
      rights unless the exercise becomes antidultive and then only the basic per
      share
      amounts are shown in the report.


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(f)  Comprehensive
      Income





The
      Company adopted SFAS 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 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 disclosure-only provisions
      of
      SFAS 123 with respect to employee stock options.





(h)  Income
      Taxes





The
      Company utilizes the liability method of accounting for income taxes. Under
      the
      liability method, deferred tax assets and liabilities are determined based
      on
      the differences between financial reporting and the tax bases








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          5
          -


**FRANKLIN
      LAKE RESOURCES, INC.**


(Formerly
      Naxos Resources, Ltd.)


(An
      Exploration Stage Company)


**Notes
      to Interim Financial Statements**


**January
      31, 2006**





of
      the
      assets and liabilities and are measured using the enacted tax rates and laws
      that will be in effect, when the differences are expected to reverse. An
      allowance against deferred tax assets is recognized when it is more likely
      than
      not, that such tax benefit will not be realized. On January 31, 2006, the
      Company had net operating losses to be carried forward in the amounts of
      $31,708,890. The tax benefit of approximately $4,756,000 at January 31, 2006
      has
      been fully offset by a valuation reserve because the use of the future benefit
      is doubtful since the Company has not generated taxable income since inception.
      The net operating loss expires starting 2006 through 2025.





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 value of certain on-balance-sheet financial instruments
      approximated their fair values. These financial instruments include cash, tax
      credit recoverable, reclamation bond, accounts payable and accrued liabilities,
      amount due to a director and loan payable.





(j)  Recent
      Accounting Pronouncements





The
      Company does not expect that the adoption of other recent account pronouncements
      will have a material effect on its financial statements.





(k)  Revenue
      Recognition





Revenue
      will be recognized on the sale and delivery of a product or the completion
      of a
      service provided.





(l)  Statement
      of Cash Flows





For
      the
      purposes of the statement of cash flows, the Company considers all highly liquid
      investments with a maturity of three months or less to be cash
      equivalents.





(m)  Financial
      and Concentration Risk





The
      Company does not have any concentration or related financial credit
      risk.


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          6
          -





**FRANKLIN
      LAKE RESOURCES, INC.**


(Formerly
      Naxos Resources, Ltd.)


(An
      Exploration Stage Company)


**Notes
      to Interim Financial Statements**


**January
      31, 2006**











**3.
      COMMON STOCK**





The
      trading volume of the Company’s 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. The Company issued 819,500 shares, to the president of the company,
      for cash, compensation, and rent, during the interim period ended January 31,
      2006.








**4.
      RELATED PARTY TRANSACTIONS AND OPERATING LEASES**





The
      Company has received cash advances, management services, office space (including
      supplies and overhead), and use of land and buildings for its new testing and
      production facility, from its president. The management services, office space,
      and land and buildings are payable only in shares of Company stock, not in
      cash.




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          7
          -


**FRANKLIN
      LAKE RESOURCES, INC.**


(Formerly
      Naxos Resources, Ltd.)


(An
      Exploration Stage Company)


**Notes
      to Interim Financial Statements**


**January
      31, 2006**





**5.
      STOCK OPTIONS & WARRANTS**





The
      Company accounts for its stock options and warrants 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.





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 of January 31, 2006, there were 2,000,000 options and
      2,842,000 warrants outstanding. 967,500 warrants expired in January 2006. No
      additional options expired or were awarded during the interim period ended
      January 31, 2006.





On
      January 31, 2006, the Company granted an additional 819,500 warrants to the
      President of the Company, that were immediately vested and exercisable on that
      date. Accordingly, if the Company had applied the fair value method to these
      warrants, compensation expense, net of the tax effect, would have been $11,269
      for the quarter ended January 31, 2006.




**6.
      METALS EXTRACTION AGREEMENT**





On
      November 30, 2004, the Company entered into a Metals Extraction Agreement with
      MR3 Systems, Inc. (MR3) whereby both parties agreed to jointly build and operate
      a facility at the “Amargosa” site to process Source Material from Franklin Lake
      Playa in order to extract precious metals for sale to refiners and other third
      parties. As part of the agreement MR3 was to obtain financing to construct
      and
      operate the facility. MR3 had represented to the Company that it had developed
      the technology necessary for such extraction.





Subsequent
      to the end of the fiscal year on October 31, 2005, management of the Company
      made a determination that MR3 had not met its obligations under the agreement.
      On November 21, 2005 management sent a letter to MR3 in which the Company
      terminated the agreement. As of March 10, 2006, MR3 has not given the Company
      any notice that it disagrees with any of the facts or conclusions in the letter
      or that it disputed the termination.





**7.
      GOING CONCERN**





The
      accompanying consolidated financial statements have been prepared in conformity
      with generally accepted


accounting
      principles, which contemplate continuation of the Company as a going
      concern.


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          8
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The
      Company has incurred losses since its inception and has not yet been successful
      in establishing profitable operations. These factors raise substantial doubt
      about the ability of the Company to continue as a going concern. Continuance
      of
      the Company as a going concern is dependent upon obtaining additional working
      capital through loans and/or additional sales of the Company’s common stock.
      There is no assurance that the Company will be successful in raising this
      additional capital or achieving profitable operations. The accompanying
      financial statements do not include any adjustments that might result from
      the
      outcome of these uncertainties.








Part
      II -
      OTHER INFORMATION





Item
      1 -
      Legal Proceedings





None





Item
      2 -
      Unregistered Sales of Equity Securities and Use of Proceeds





During
      the period covered by this Report, the Company issued 620,000 shares of its
      common stock for cash at a price of $0.10 per share, a total of $62,000. All
      the
      proceeds were used for working capital.





The
      Company also issued 217,500 shares of its common stock in exchange for
      management services and rent.


All
      shares issued during the period were issued to Father Gregory Ofiesh, president
      and CEO of the Company.





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





Exhibit
                No.
            Description31
            Rule
                13a-14a(a)/15-d-14a(a)
                Certifications





32
            Certification
                under Section 906 of the Sarbanes-Oxley Act(18
                U.S.C. Section 1350)





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          9
          -





Filing
                Date
            Subject11
                - 22 - 05
            Franklin
                Lake plans to move forward after terminating MR3Agreement;
                Dr. William C. Tao Resigns as Director12
                -23 - 05
            Company
                Files Plan of Operations with Bureau of LandManagement
                as part of its pplication for a ermit to emovematerial
                from its claims an the Franklin Lake Playa and transportit
                to the Amargosa Facility for concentration and
                processing.











Forms
      8-K
      Filed After Period Covered by Report





None














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          10
          -





**SIGNATURES**





Pursuant
      to the requirements of the Exchange Act of 1934, the Registrant has duly caused
      this report to be signed on its behalf by the undersigned, thereto duly
      authorized.





**FRANKLIN
      LAKE RESOURCES**


**________________________________________________________________________**


**** (Registrant)




Signature





/s/
                Fr. Gregory Ofiesh_____
            Title
            IFr.
                Gregory Ofiesh
            President
                and
            March
                16, 2006Chief
                Executive Officer