SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


                                Amendment No. 2


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

                     For the quarterly period ended July 31, 2004

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

                  For the transition period from ____________ to _____________


                      Commission file number: 000-21812



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


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



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


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


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


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

     Issued and outstanding as of July 31, 2004: 10,683,975 shares common
     stock, $0.001 par value

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



                                      -i-
<PAGE>
<PAGE>


NOTE: This Amendment No. 2 to our Quarterly Report on Form 10-QSB for the period
ended July 31, 2004 is filed to reflect the restatement of the financial
statements for quarterly period. These financial statements have been restated
to correct an error regarding the impairment of long lived assets.



                         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 July 31, 2004, follow.
In the opinion of management, the financial statements fairly present the
financial condition of the Company. These interim financial statements should be
read in conjunction with our audited restated financial statements for the
fiscal year ended October 31, 2003.



                                      -1-
<PAGE>

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

                       Consolidated Balance Sheet
                               (Unaudited)

<TABLE>
<CAPTION>
                                                                     (Restated)
                                                      July 31,       October 31,
                                 ASSETS                2004             2003
                                                  --------------- ---------------
Current Assets:
<S>                                               <C>             <C>
     Cash                                         $       25,199  $      107,755
     Prepaids and other                                      370             302
                                                  --------------- ---------------
Total Current Assets                                      25,569         108,057

Fixed Assets:
     Office furniture & equipment                         30,101          30,101
     Plant equipment                                     419,469         419,469
     Accumulated depreciation                           (347,435)       (317,978)
                                                  --------------- ---------------
Total Fixed Assets                                       102,135         131,592

Other Assets:
     Reclamation bond- net of estimated
         reclamation costs                                19,867          19,867
     Impaired patents & intellectual
         property - net                                        -               -
                                                  --------------- ---------------
Total Assets                                      $      147,571  $      259,516
                                                  =============== ===============

           LIABILITIES & SHAREHOLDERS' EQUITY

Current Liabilities:
     Bank Overdraft                               $            -  $        1,403
     Accounts payable and accrued liabilities              6,080          14,732
                                                  --------------- ---------------
Total Current Liabilities                                  6,080          16,135

Long-Term Liabilities:
     Advances by director and officer payable
        in stock                                          36,250          96,157
                                                  --------------- ---------------
Total Long-Term Liabilities                               36,250          96,157

                                                  --------------- ---------------
Total Liabilities                                         42,330         112,292

Stockholders' Equity:
     Preferred Stock, $.001 par value; authorized
         5,000,000 shares; no preferred shares
         outstanding                                           -               -
     Common Stock, $.001 par value; authorized
         45,000,000 shares; 10,683,975 issued
         and outstanding at July 31, 2004                 10,684           9,283
     Additional Paid-In Capital                       31,280,606      31,081,849
     Accumulated Deficit                             (31,186,049)    (30,943,908)
                                                  --------------- ---------------
Total Stockholders' Equity                               105,241         147,224

                                                  --------------- ---------------
Total Liabilities and Stockholders' Equity        $      147,571  $      259,516
                                                  =============== ===============
</TABLE>

               See accompanying notes to the financial statements.



                                      -2-
<PAGE>


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

                                Consolidated Statements of Operations
                                             (Unaudited)

<TABLE>
<CAPTION>

                                                            (Restated)                         (Restated)    Cumulative from
                                          Three Months     Three Months      Nine Months      Nine Months   date of inception
                                              Ended            Ended            Ended            Ended       on May 23, 1986
                                          July 31, 2004    July 31, 2003    July 31, 2004    July 31, 2003   to July 31, 2004
                                        ---------------- ---------------- ---------------- ---------------- ------------------

<S>                                      <C>              <C>              <C>              <C>              <C>
Revenues                                 $            -   $            -   $            -   $            -   $              -
                                        ---------------- ---------------- ---------------- ---------------- ------------------
Total Revenue                                         -                -                -                -                  -
Expenses:
  Mineral exploration costs                      19,601           24,642           63,174           99,281         15,936,716
  Depreciation/amortization expenses              9,819            9,961           29,457           29,537          3,636,819
  General and administrative                     38,649           42,088          149,850          150,602         10,478,098
  Impairment of patents
      & intellectual property                         -                -                -                -          1,162,792
                                        ---------------- ---------------- ---------------- ---------------- ------------------

Total Expenses                                   68,069           76,691          242,481          279,420         31,214,425
                                        ---------------- ---------------- ---------------- ---------------- ------------------
Other Income:
  Interest income (expense)                           2              787             340             2,264              2,264
  Precious metal sales                                -                -               -                 -             26,112
                                        ---------------- ---------------- ---------------- ---------------- ------------------
      Total Other Income                              2              787             340             2,264             28,376

Net Loss                                        (68,067)         (75,904)        (242,141)        (277,156)       (31,186,049)
                                        ================ ================ ================ ================ ==================

Weighted Average Shares
                                        ---------------- ---------------- ---------------- ----------------
   Common Stock Outstanding                   9,494,407        8,819,776        9,494,407        8,082,402
                                        ================ ================ ================ ================
Net Loss Per Common Share
                                        ---------------- ---------------- ---------------- ----------------
   (Basic and Fully Diluted)                   $ (0.01)         $ (0.03)         $ (0.03)        $ (0.03)
                                        ================ ================ ================ ================
</TABLE>


                 See accompanying notes to financial statements.



                                      -3-
<PAGE>

                          FRANKLIN LAKE RESOURCES INC.
                         (AN EXPLORATION STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                    (Restated)                       (Restated)    Cumulative from
                                                   Three Months    Three Months     Nine Months     Nine Months   date of inception
                                                       Ended           Ended           Ended           Ended       on May 23, 1986
                                                   July 31, 2004   July 31, 2003   July 31, 2004   July 31, 2003   to July 31, 2004
                                                  --------------- --------------- --------------- --------------- ------------------

Cash Flows used in Operating Activities:

<S>                                               <C>              <C>             <C>             <C>              <C>
     Net Loss                                     $      (68,067) $       (75,904)$     (242,141) $     (277,156)  $    (31,186,049)

Adjustments to reconcile net loss to
   net cash provided by operating activities

     Amortization / depreciation                           9,819           9,961          29,457          29,537          3,636,819

Proceeds-net book value of equipment, licenses,
properties sold/abandoned                                      -               -               -               -          2,621,265

Impairment of patents and intellectual property                -               -               -               -          1,162,792

Common Stock issued for compensation, rent,
    and expenses                                               -               -               -               -            578,823

Changes to Operating Assets and Liabilities:

    (Increase) in reclamation bonds outstanding                -               -               -               -            (19,866)
    (Increase) decrease in prepaid expenses
        and other                                            (22)              -             (68)              -               (370)
     Increase (decrease)  in accounts payable
         and accrued liabilities                          (4,714)         (9,346)        (10,054)        (16,190)             6,080
                                                  --------------- --------------- --------------- --------------- ------------------
         Cash Flows used in Operating Activities         (62,984)        (75,289)       (222,806)       (263,809)       (23,200,506)

Cash Flows from Investing Activities:

     Purchases of plant & equipment                           -                -               -          (1,678)          (869,836)

     Acquisition of mineral properties                        -                -               -               -         (2,152,077)
                                                  --------------- --------------- --------------- --------------- ------------------
         Total Cash Flows Provided by Investing
             Activities                                       -                -               -          (1,678)        (3,021,913)

Cash Flows from Financing Activities:

     Common stock issued for cash                        75,000                -          75,000         375,000         23,591,611
     Loan proceeds                                            -                -               -               -          2,202,407
     Advances (repayments) from
         officers/directors/affiliates                   (28,250)         18,150          65,250          54,150            453,600
                                                  --------------- --------------- --------------- --------------- ------------------
         Cash Flows from Financing Activities             46,750          18,150         140,250         429,150         26,247,618
                                                  --------------- --------------- --------------- --------------- ------------------
  Net Increase (Decrease) in Cash                        (16,234)        (57,139)        (82,556)        163,663             25,199

  Cash at Beginning of Period                            107,755         229,660         107,755           8,858                  -
                                                  --------------- --------------- --------------- --------------- ------------------
Cash at End of Period                             $       91,521  $      172,521  $       25,199  $      172,521   $         25,199
                                                  =============== =============== =============== =============== ==================
Supplemental Non-Cash Financing Activities:

   Common Stock issued for debt &
         officers advances                        $      125,157                   $      125,157
</TABLE>




                 See accompanying notes to financial statements.

                                      -4-
<PAGE>


                            FRANKLIN RESOURCES, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

                                  July 31, 2004

A.  BASIS OF PRESENTATION

The Interim financial statements of Franklin Lake Resources, Inc. and
Subsidiaries (the Company) for the nine months ended July 31, 2004 and 2003 are
not audited. The financial statements are prepared in accordance with the
requirements for unaudited interim periods, and consequently do not include all
disclosures required to be in conformity with accounting principles generally
accepted in the United States of America.

In the opinion of management, the accompanying consolidated financial statements
contain all adjustments, consisting only of normal recurring accruals, necessary
     for a fair presentation of the Company's financial position as of July 31,
2004
and the results of operations and cash flows for the nine months ended July 31,
2004 and 2003.

The results of operations for the nine months ended July 31, 2004 and 2003 are
not necessarily indicative of the results for a full year period.



B.  SIGNIFICANT ACCOUNTING POLICIES

(a)      Principles of Consolidation

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

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



                                      -5-
<PAGE>

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

(d)  Loss Per Share

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

(e)  Comprehensive Income

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

(f)  Stock Based Compensation

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

(g)  Income Taxes

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

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

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

(h)  Fair Value of Financial Instruments

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


                                      -6-
<PAGE>

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.



C.   RENTAL PAYMENTS - RESTATEMENT


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

<TABLE>
<CAPTION>
                                               Originally
                                                Reported              Restated
                                           -----------------   --------------------

<S>                                        <C>                 <C>
    Revenues                               $              -    $                 -

    Mineral Exploration Costs                        44,930                 18,703
    Depreciation                                      9,819                  9,819
    General and Administrative                       61,717                 54,428
                                           -----------------   --------------------
                    Total Operating Costs           116,466                 82,950

    Interest Income                                     150                    150
                                           -----------------   --------------------
                               Net (loss)         (111,466)               (82,800)

    Weighted Average Common
    Shares Outstanding                            8,682,402              9,035,508

    Net (loss) per share                            ($0.01)                ($0.01)
</TABLE>







                                      -7-
<PAGE>

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

Plan of Operation


We plan to continue to work with outside parties in an attempt to extract
precious metals from solutions, and then to make a final determination whether
further expenditure is warranted. Accordingly, our outlays for direct
exploration expenses should decrease in the fourth quarter, although our
expenses for testing and similar services may increase correspondingly. We
estimate that our current cash reserves may not be sufficient to cover our
operating expenses throughout the fourth quarter, and so we will have to reduce
our monthly expenses substantially and/or raise additional capital to continue
operating throughout the period. We will not be able to continue operations
beyond the fourth quarter (the end of the fiscal year), unless we are able to
obtain additional financing. Although we have been seeking additional capital,
we cannot be assured we will be able to raise it.


Item 3  -  Controls And Procedures

Evaluation of Disclosure Controls and Procedures


         Under the direction of our Chief Executive Officer and Chief Financial
Officer, we evaluated our disclosure controls and procedures and internal
control over financial reporting and concluded that (i) our disclosure controls
and procedures were effective as of July 31, 2004, and (ii) no change in
internal control over financial reporting occurred during the quarter ended July
31, 2004 that has materially affected, or is reasonably likely to materially
affect, such internal control over financial reporting.




                           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.



                                      -8-
<PAGE>

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

         None.

Item 5  -  Other Information

         None.

Item 6  -  Exhibits and Reports on Form 8-K

Exhibits:

         No.               Description

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

Reports on Form 8-K

         None.



<PAGE>


                                   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.



January 19, 2005                            /s/ Fr. Gregory Ofiesh
------------------                          -----------------------------------
Dated                                       President, Acting Chief
                                            Financial Officer





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