SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended July 31, 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 July 31, 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 July 31, 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 July 31, 2002 and October 31, 2001 (Unaudited)


<TABLE>
<CAPTION>
          Assets                                                7/31/02        10/31/01
                                                            --------------  --------------
Current
<S>                                                         <C>             <C>
Cash                                                        $     (16,037)  $       7,888
Tax Credits Recoverable                                               308             200
Prepaids, deposits, and advances                                       95           4,035
                                                            --------------  --------------
Total Current Assets                                              (15,634)         12,123
                                                            --------------  --------------
Long Term
 Reclamation Bond                                                  19,867          28,452
Loan Receivable                                                         1               1
Due from Director                                                 179,791
Plant & Equipment, Net                                            178,608          48,512
 Patent and trade secrets                                       1,167,995
                                                            --------------  --------------
Total Long-Term Assets                                          1,546,262          76,965
                                                            --------------  --------------
Total Assets                                                $   1,530,628   $      89,088
                                                            ==============  ==============

<CAPTION>
          Liabilities & Shareholders' Equity (Deficiency)

<S>                                                         <C>             <C>
Accounts Payable and accrued liabilities                    $      42,038   $      46,037
Loan Payable                                                                      100,000
Due a Director                                                                    202,209
                                                            --------------  --------------
Total Liabilities                                                  42,038         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                                           (29,141,695)    (28,811,653)
                                                            --------------  --------------
Total Shareholders' Equity (Deficiency)                         1,488,590        (259,158)
                                                            --------------  --------------
Total Liabilities & Shareholders' Equity (Deficiency)       $   1,530,628   $      89,088
                                                            ==============  ==============
</TABLE>



               See accompanying notes to the financial statements


                                      -1-
<PAGE>
                         Franklin Lake Resources, Inc.
                         (An Exploration Stage Company)
                            Statement of Operations
           For Nine Months Ending July 31, 2002 and 2001 (Unaudited)


<TABLE>
<CAPTION>
                                                       For  9 mos ending
                                                        7/31/02         7/31/01
                                                  --------------  ---------------
Operating Income
<S>                                               <C>             <C>
Sales to refinery                                 $       8,986   $            -
                                                  --------------  ---------------
Total Income                                               8,986               -
                                                  --------------  ---------------
Operating Expenses
Mineral exploration                                      78,953           91,604
Depreciation                                             36,660            8,898
Professional fees                                        60,850           70,129
Shareholder services                                     19,409            2,599
Employee compensation'                                   45,957            1,290
Management fees                                          36,000           17,531
Office administration                                     6,392            3,304
Rent                                                     28,800                -
Travel & entertainment                                   20,799           11,916
Governmental fees & licenses                              5,233            3,913
                                                  --------------  ---------------
Total Operating Expenses                                339,053          211,185
                                                  --------------  ---------------
Operating income (loss)                                (330,067)        (211,185)
Other income (loss)
Interest income                                              25             -
                                                  --------------  ---------------
Total other income (loss)                                    25             -
                                                  --------------  ---------------
Net income (loss)                                      (330,042)        (211,185)
Deficit, beginning of period                        (28,811,653)     (28,490,856)
                                                  --------------  ---------------
Deficit, end of period                              (29,141,695)     (28,702,041)
                                                  ==============  ===============
Shares outstanding at end of period
 (adjusted for one-for-ten reverse stock split)       7,972,990        3,649,333
                                                  --------------  ---------------
Earnings (loss) per share                         $       (0.04)  $        (0.06)
                                                  ==============  ===============
</TABLE>

               See accompanying notes to the financial statements


                                      -2-
<PAGE>

                         Franklin Lake Resources, Inc.
                         (An Exploration Stage Company)
                            Statement of Cash Flows
           For Nine Months Ending July 31, 2002 and 2001 (Unaudited)

<TABLE>
<CAPTION>
                                                                  For 9 mos ending
Operating Activities                                          7/31/02          7/31/01
                                                         ----------------  ---------------
<S>                                                      <C>               <C>
Net income (loss)                                        $      (330,042)  $     (211,185)
Adjustments to restate net loss to net cash
   used in operating activities
   Depreciation & Amortization                                    36,660            2,980
   (Increase) decrease in prepaids                                 3,832          (35,076)
   Increase (decrease) in accounts payable                        (3,999)         (54,041)
                                                         ----------------  ---------------
Net cash used in operating activities                           (293,549)        (297,322)
                                                         ----------------  ---------------
Investing Activities:

Acquisition of plant & equipment                                (166,756)
Acquisition of patent and trade secrets                       (1,167,995)
Proceeds from disposition of reclamation bond                      8,585           37,001
                                                         ----------------  ---------------
Net cash provided by (used in) investing activities           (1,326,166)          37,001
                                                         ----------------  ---------------
Financing Activities:
Loan by director                                                 118,000          263,182
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 loan payable                                       (411,718)         (47,500)
                                                         ----------------  ---------------
Net cash provided by (used in) financing activities            1,595,790          263,182
                                                         ----------------  ---------------
Net increase (decrease) in cash                                  (23,925)           2,861
Cash at the beginning of the period                                7,888            5,027
                                                         ----------------  ---------------
Cash at the end of the period                             $      (16,037)  $        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 July 31,
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 July 31, 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.


<PAGE>



(d)  As of July 31, 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.



                                      -8-
<PAGE>

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


                                                 7/31/02           7/31/01
                                                ----------------------------
Net operating losses, expire 2009 to 2018       $5,980,000       $5,650,000

Statutory income tax rate                 $22,250 + 39% of excess over $100,000
Effective income tax rate                                -                 -
Deferred tax assets                             $2,085,525       $1,970,438
Valuation allowance                             (2,085,525)      (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:

                                                         July 31,   July 31,
                                                          2002       2001
                                                         ---------- --------
         Management  fees to a director who is also      $  36,000  $18,000
         the president of the Company

         Reimbursement for office overhead, services        28,800   12,000
         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               22,200   11,300
         Company
                                                         ---------- --------
                                                         $  87,000  $41,300
                                                         ---------- --------

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.


                                      -9-
<PAGE>

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.   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 July 31, 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.



                                      -10-
<PAGE>

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.

RESULTS OF OPERATIONS

During its first fiscal nine months, ended July 31, 2002, the Company continued
its exploring and testing activities. Total expenses were $330,067, compared
with $211,185 in the comparable nine months in the prior year. The principal
elements of the differences were increases in depreciation and 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 and third fiscal quarters, the company had revenue of $8,986
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 $178,608 at April 30, 2002, because of the purchase of new
equipment and acquisition of the assets of Xenolix Technologies, Inc. for
1,297,790 in common stock. The acquisition included a patent and related trade
secrets valued at $1,187,792.



                                      -11-
<PAGE>

PLAN OF OPERATION

Since Father Gregory Ofiesh was elected president in March 2000, the Company 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.

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.



                                      -12-
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None

Item 2. CHANGES IN SECURITIES

None.

See Form 10-QSB-Amended for the first fiscal quarter ending January 31, 2002 and
Form 10-QSB-Amended for the second fiscal quarter ending April 30, 2002; both
amendments are expected to be filed within a few days after the filing of this
Form 10-QSB for the third fiscal quarter ending July 31, 2002.

Item 3. DEFAULTS ON SENIOR SECURITIES

None.

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

None.

Item 5. OTHER INFORMATION

On May 7, 2002 the Company filed with the SEC a registration statement on Form
SB-2 in connection with a proposed rights offering to existing shareholders. The
SEC review staff ("Staff") has issued comments which the company is in the
process of addressing. However, in consideration of recent developments,
specifically, the need to transition the Company's accounting from Canadian GAAP
to U.S. GAAP, and from Canadian dollars to U.S. dollars, as requested by the
SEC, the Company is considering whether to amend the registration statement in
response to the Staff comments, or to withdraw and refile it at a later date.
The registration has not become effective, and no offers or sales of securities
have been made.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits: None.

Reports on Form 8-K:

On June 26, 2002, the Company filed a second amendment to its Current Report on
Form 8-K respecting an acquisition of assets and a change in the Company's
certifying accountants. The original filing date was April 16, 2002. On
September 5, 2002 (subsequent to the period covered by this Quarterly Report),
in response to comments from the SEC, the Company filed a third amendment to
that document.



                                      -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-