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 April 30, 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 April 30, 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 April  30,  2002  commence  on the
following page. In opinion of Management,  the financial  statements include all
adjustments necessary to fairly present the financial condition of the Company.


                          Franklin Lake Resources Inc.
                         (An Exploration Stage Company)

                                  Balance Sheet
                                 April 30, 2002
                                   (Unaudited)

                                     Assets

<TABLE>
<CAPTION>
Current
<S>                                                 <C>              <C>
     Cash                                           $      48,646
     Tax credits recoverable                                  488
     Prepaids, deposits and advances                        1,600
                                                    --------------
Total Current Assets                                                  $     50,734

Long-Term
     Reclamation Bond                                      58,452
     Loan Receivable                                            1

     Resource Properties                                        7
     Plant and equipment, net                              79,310
                                                    --------------
Total Long-Term Assets                                                     137,770
                                                                      -------------

Total Assets                                                          $    188,504

<CAPTION>
                Liabilities and Shareholders' Equity (Deficiency)

                                   Liabilities

Current Liabilities
<S>                                                 <C>               <C>
     Accounts Payable and accrued liabilities              50,022
     Due a Director                                       298,879
                                                    --------------
Total Liabilities                                                          348,901

                        Shareholders' Equity (Deficiency)

Share capital                                          24,490,503
Deficit                                               (24,650,900)
                                                    --------------
Total Shareholders' Equity (Deficiency)                                   (160,397)
                                                                      -------------

Total Liabilities and Shareholders' Deficiency                        $    188,504

</TABLE>

                       See Notes to Financial Statements


                                      -1-
<PAGE>
                          Franklin Lake Resources Inc.
                         (An Exploration Stage Company)

                             Statement of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Six Month Ended April 30
                                                                ------------------------
                                                        2002                                  2001
                                                        ----                                  ----
Operating Income
<S>                                    <C>                <C>                 <C>            <C>
   Sales to refinery                             $4,100                                 $0
                                       -----------------                      -------------

Total Income                                                      $4,100                                  $0

Operating Expenses
     Mineral exploration                         54,763                             64,995
     Depreciation                                 2,914                              2,980
     Professional fees                           42,706                             26,932
     Shareholder Services                        14,899                              4,137
     Employee compensation                       23,359                             14,870
     Management fees                             24,000                             11,321
     Office administration                        5,275                              3,315
     Rent                                        19,200                              7,547
     Travel & Entertainment                       8,532                              7,802
     Governmental fees & licenses                 1,481          197,129               921           144,820
                                       ----------------- ----------------     ------------- -----------------

Operating income (loss)                       (190,115)        (193,029)                           (144,820)

Other income (loss)
     Miscellaneous reimbursement                    750
     Interest income                               (17)
     Foreign exchange gain (loss)                                    733           (1,426)           (1,426)
                                       ----------------- ----------------     ------------- -----------------

Net income (loss)                                             $(192,296)                          $(146,246)


Loss per share                                                    $ 0.02                               $0.04


Shares outstanding at end of period (2001                      7,997,990                           3,676,333
adjusted for one-for-ten reverse stock split)
</TABLE>


                       See Notes to Financial Statements



                                      -2-
<PAGE>

                          Franklin Lake Resources Inc.
                         (An Exploration Stage Company)

                             Statement of Cash Flows
                                   (Unaudited)
                                                   Six Months Ended
                                                    April 30, 2002
                                                   ----------------

Operating Activities
     Net Income (loss)                                   $(189,347)
     Adjustment to reconcile Net Income to
     Net cash provided by operations:
         GST Recoverable                                      (360)
         Petty Cash                                           (500)
         Prepaid Taxes                                      (1,600)
         Accounts Payable                                     6,475
         Accrued Reclamation Cost                            30,000
         FGO Accounts Payable                                82,500
         Payroll Liabilities                                  2,104
                                                      --------------
Net cash provided by Operating Activities                  (70,728)

Investing Activities
     Furniture, Fixtures & Equipment (net)                 (14,137)
     Plant Equipment (net)                                 (65,174)
     Loan Receivable-J. John                                      1
     Mineral Claims                                             (7)
     Reclamation Bond                                      (58,452)
                                                      --------------
Net cash provided by Investing Activities                 (137,769)

Financing Activities
     Liabilities to be settled by shareholders              216,379
     Capital Stock                                       24,490,503
     Opening Balance Equity                            (24,456,992)
                                                      --------------

Net cash provided by Financing Activities                   249,889
                                                      --------------

Net cash increase for period                                 41,391

Cash at the beginning of period                               6,755
                                                      --------------
Cash at the end of period                                   $48,146



                       See Notes to Financial Statements


                                      -3-
<PAGE>

                          Franklin Lake Resources Inc.
                         (An Exploration Stage Company)
                         Notes to Financial Statements

1.   CONTINUING OPERATIONS

     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.

     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.

2.   SIGNIFICANT ACCOUNT POLICIES

     a.   Basis of presentation.

     The Company follows generally  accepted  accounting  principles (U.S.). All
     amounts  shown  in  these  consolidated  financial  statements  are in U.S.
     dollars unless otherwise stated.

     b.   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.

     c.   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.

     d.   Depreciation.

     Depreciation  is  calculated  using  the  declining  balance  method at the
     following annual rates:

             Office furniture and equipment          20% - 30%
             Mining equipment                        20% - 30%

     e.   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.



                                      -4-
<PAGE>

     f.   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.

     g.   Cash and cash equivalents.

     Cash  equivalents  usually consist of highly liquid  investments  which are
     readily  convertible into cash with maturities of three months or less when
     purchased.

     h.   Loss per share.

     Loss per share is based on the  weighted  average  number of common  shares
     outstanding  during the period.  Diluted loss per share is not presented as
     it is not dilutive.

     i.   Stock based compensation.

     No  compensation  expense is  recognized  when stock  options are issued to
     employees and directors.  Any consideration paid by employees and directors
     on the  exercise of stock  options is credited to share  capital.  If stock
     options are  repurchased  from employees and  directors,  the excess of the
     consideration paid over the carrying amount of the stock options is charged
     to deficit.

3.   LOAN RECEIVABLE

     On January 21,  1998,  the  Company  loaned a former  director  $733,107 to
     exercise  warrants for a total of 321,833  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  $665,673  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 April 30, 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.

4.   RESOURCES 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.



                                      -5-
<PAGE>

     (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.

5.   SHARE CAPITAL

     (a)  Authorized:   At  October  31,  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.

     During the period  covered by this report,  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.

     (b)  Shares issued:

           Outstanding, October 31, 2001 (per Annual Report)     36,763,330
           Adjusted for reverse stock split                       3,676,333
           Issued for cash, services and rent                     3,129,000
           Issued to Xenolix Technologies, Inc.                   1,201,657
                                                              --------------
           Outstanding, April 30, 2002                            7,997,990


     (c)  At  April  30,  2002,  the  following  share  purchase  warrants  were
          outstanding:

                  Number of Shares     Exercise Price      Expiry Date
                  ---------------------------------------------------------

                       3,270,000          0.10*          October 18, 2002
                         450,000          0.25**         January 31, 2003
                         400,000          0.25**           April 30, 2003
                       4,000,000          0.25**           March 31, 2003
                  =========================================================
                  * Canadian Dollars                 ** U.S. Dollars





                                      -6-
<PAGE>

     (d)  As at April 30, 2002, the following stock options were outstanding:

                         Number of Shares          Exercise       Expiration
                     Subject to Stock Options       Price*           Date
                ----------------------------------------------------------------

                 50,000 (director)                  0.13       October 1, 2002
                 50,000 (former director)           0.13       October 1, 2002
                100,000 (director)                  0.13       November 27, 2002
                 50,000 (former director)           0.13       November 27, 2002
                150,000 (director)                  0.10       March 24, 2003
                 70,000 (former director)           0.10       March 24, 2003
                ----------------------------
                495,000
                ============================
                  * Canadian Dollars

6.   FINANCIAL INSTRUMENTS

     The Company's  financial  instruments consist of cash and cash equivalents,
     tax  credits   recoverable,   prepaid  expenses,   reclamation  bond,  loan
     receivable, accounts payable and accrued liabilities, due to director and a
     loan payable.  The fair value of these  financial  instruments  approximate
     their carrying  values,  unless otherwise noted. The Company is not exposed
     to  significant  interest,  currency  or credit  risk  arising  from  these
     financing instruments.

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:

<TABLE>
<CAPTION>
                                                                      April 30,      April 30,
                                                                         2002           2001
                                                                  -------------- --------------

<S>                                                              <C>             <C>
         Management fees to a director who is also the president
             of the Company to be settled by future issuance of
             Company stock                                              $24,000        $11,321
         Reimbursement for office overhead, services and
             supplies to a director who is also the president of
             the Company to be settled by future issuance of
             Company stock                                               19,200          7,547
         Legal fees paid to an officer of the
             Company                                                     15,000         15,000
                                                                  -------------- --------------
                                                                        $58,200        $33,868
                                                                  ============== ==============
</TABLE>



                                      -7-
<PAGE>

8.   INCOME TAXES

     At October 31, 2001, the Company had net operating loss  carryforwards  for
     Canadian  income tax purposes of  approximately  $9,800,000  which,  if not
     utilized to reduce Canadian  taxable income in future periods,  will expire
     during the years 2002 through 2009. No mid-year  adjustment  has been made.
     If the Company has no operations in Canada, as is its current intention, it
     will not be able to benefit from these carryforwards in Canada.

     At October 31, 2001, the Company had net operating loss  carryforwards  for
     U.S.  income  tax  purposes  of  approximately  $8,500,000,  which,  if not
     utilized  to reduce  U.S.  taxable  income in future  periods,  will expire
     during the years 2009 through 2021. No mid-year adjustment has been made.

     No tax benefits have been  recognized in the statements of operations  from
     the availability of operating loss  carryforwards due to the uncertainty of
     their realization.

9.   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.

10.  NON-CASH FINANCING AND INVESTING ACTIVITIES

     The Company  issued  475,000  common shares to settle  outstanding  debt of
     $65,418 during the year.

11.  COMPARATIVE FIGURES

     Certain  of  the  comparative  figures  for  the  prior  period  have  been
     reclassified  to conform  to the  presentation  adopted  for the six months
     ended April 30, 2002.

12.  SUBSEQUENT EVENTS

     Subsequent to October 31, 2001, the Company was re-domiciled from Canada to
     the United States as a Nevada corporation. The shareholders have approved a
     consolidation of the Company's  outstanding and issued share capital on the
     basis of one new share being issued for each ten shares  currently held and
     have  approved a change of the Company's  name to Franklin  Lake  Resources
     Inc.



                                      -8-
<PAGE>

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.

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 six  months,  ended  April 30,  2002,  the Company
continued its exploring and testing  activities.  Total  expenses were $190,115,
compared  with  $141,840 in the  comparable  six months in the prior  year.  The
principal  elements  of the  differences  were  increases  in  professional  and
administrative fees of approximately $15,774, compensation of $8,489, travel and
entertainment  of $730,  management fees of $12,679,  office expenses of $1,960,
and rent of $11,653.  The management  fees and rent are not payable in cash, but
may only be exchanged for shares of the company's common stock.



                                      -9-
<PAGE>

     During the second  fiscal  quarter,  the company had revenue of $4,100 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 $68,122 at
October  31,  2001,  to  $79,310  at April 30,  2002,  primarily  because of the
purchase of new equipment.

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  six-month  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.




                                      -10-
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

     None

Item 2. CHANGES IN SECURITIES

     See Part I, Item 2, General.

     Franklin Lake  Resources Inc. is authorized to issue  45,000,000  shares of
common stock  having a par value of $0.001 per share,  and  5,000,000  shares of
preferred stock having a par value of $0.001 per share. The terms and conditions
of any preferred shares that may be issued are not prescribed in the Articles of
Incorporation but are to be established by the board of directors at the time of
issuing any such shares.

Item 3. DEFAULTS ON SENIOR SECURITIES

     Not applicable

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

     No matters were submitted to a vote of security holders during this period.

Item 5. OTHER INFORMATION

     None

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits filed with this report

          None.

     (b)  Reports on Form 8-K

          The Company's  Form 8-K,  respecting a change of certifying  accounts,
     was filed April 16, 2002 and amended May 17, 2002.





                                      -11-
<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
                                        (Registrant)


Date: June 19, 2002                     /s/ Fr. Gregory Ofiesh
                                        ---------------------------------
                                        Father Gregory Ofiesh
                                        President and Chief Executive Officer