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 January 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|




<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1  -  Financial Statements


The unaudited financial statements of Franklin Lake Resources Inc., a Nevada
corporation ("Company"), as of and for the period ended January 31, 2004,
follow. In the opinion of management, the financial statements fairly present
the financial condition of the Company. The financial statements have been
restated to reflect changes due to an error correction regarding impairment of
long-lived assets, and the erroneous accrual of certain related transactions in
the wrong periods. These interim financial statements should be read in
conjunction with our audited restated financial statements for the fiscal year
ended October 31, 2003.




<PAGE>


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



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

<S>                                                              <C>                 <C>
     Cash                                                        $     44,308        $    107,755
     Prepaids and other                                                   302                 302
                                                                 ------------        ------------
                             Total Current Assets                      44,610             108,057
Fixed Assets:
     Office furniture & equipment                                      30,101              30,101
     Plant equipment                                                  419,469             419,469
     Accumulated depreciation                                        (327,797)           (317,978)
                                                                 ------------        ------------
                               Total Fixed Assets                     121,773             131,592
Other Assets:
     Reclamation bond- net of estimated
reclamation costs                                                      19,867              19,867
                                     Total Assets                $    186,250        $    259,516
                                                                 ============        ============
      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
     Bank Overdraft                                                         -        $      1,403

     Accounts payable and accrued liabilities                    $      3,919              14,732
                                                                 ------------        ------------
                        Total Current Liabilities                       3,919              16,135
                                                                 ------------        ------------
Long-Term Liabilities:
     Advances by director and officer payable in stock                117,907              96,157
                                                                 ------------        ------------
                      Total Long-Term Liabilities                     117,907              96,157
                                                                 ------------        ------------
                                Total Liabilities                     121,826             112,292
                                                                 ------------        ------------
Stockholders' Equity:
     Preferred Stock, $.001 par value; authorized 5,000,000
        shares; no preferred shares outstanding                             0                   0
     Common Stock, $.001 par value; authorized 45,000,000
        shares; 8,682,405 issued and outstanding at
        January  31, 2004                                               8,682               9,283
     Additional Paid-In Capital                                    31,082,450          31,081,849
     Accumulated Deficit                                          -31,026,708         -30,943,908
                                                                 ------------        ------------
                       Total Stockholders' Equity                      64,424             147,224
                                                                 ------------        ------------
       Total Liabilities and Stockholders' Equity                $    186,250        $    259,516
                                                                 ============        ============

</TABLE>



               See accompanying notes to the financial statements.


                                      -2-
<PAGE>


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



                                           (Restated)      (Restated)
                                          Quarter Ended   Quarter Ended
                                            January 31,     January 31,
                                               2004            2003
                                          -------------   --------------

    Revenue from precious metal sales     $          0    $           0
                                          -------------   --------------
                        Total Revenue                0                0
                            Expenses:
            Mineral exploration costs           18,703           41,702
   Depreciation/amortization expenses            9,819            9,615
           General and administrative           54,428           54,097
                                          -------------   --------------
                       Total Expenses           82,959          105,414

              Other Income (Expense):

                      Interest income              150                0
                                          -------------   --------------
                             Net Loss     $    (82,800)   $    (150,414)
                                          =============   ==============

              Weighted Average Shares
             Common Stock Outstanding        9,035,508        9,212,630
                                          =============   ==============

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




                 See accompanying notes to financial statements.



                                      -3-
<PAGE>

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


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

         Cash Flows used in Operating Activities:

<S>                                                   <C>               <C>
                                         Net Loss     $      (82,800)   $     (105,414)

        Expenses not Requiring an Outlay of Cash:

                      Amortization / depreciation              9,819             9,615
                      Net Cash used in Operations            (72,981)          (95,799)

     Changes to Operating Assets and Liabilities:

(Increase) decrease in prepaid expenses and other                  0                95


    Increase ( decrease)  in accounts payable and            (12,216)            7,377
                              accrued liabilities

          Cash Flows used in Operating Activities            (85,197)         (103,081)

            Cash Flows from Investing Activities:

                   Purchases of plant & equipment                  0            (1,678)

Total Cash Flows Provided by Investing Activities                  0            (1,678)

            Cash Flows from Financing Activities:

                     Common stock issued for cash                  0           350,000

                       Advances (repayments) from             21,750            18,140
                    officers/directors/affiliates
                                                      ===============   ===============
             Cash Flows from Financing Activities             21,750           368,140
                                                      ---------------   ---------------
                  Net Increase (Decrease) in Cash            (63,447)          263,381
                      Cash at Beginning of Period            107,755             8,858
               Cash and (Bank Overdraft) combined
                                 at End of Period     $       44,308    $      272,239
                                                      ===============   ===============
</TABLE>



                 See accompanying notes to financial statements.


<PAGE>
                            FRANKLIN RESOURCES, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

                                January 31, 2004

A.  BASIS OF PRESENTATION

The Interim financial statements of Franklin Lake Resources, Inc. and
Subsidiaries (the Company) for the three months ended January 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 January 31,
2004 and the results of operations and cash flows for the three months ended
January 31, 2004 and 2003.

The results of operations for the three months ended January 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 January 31, 2004 and January 31, 2003.

(b)  Use of Estimates

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

(c)  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.

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
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.



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

Plan of Operation

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


Item 3  -  Controls And Procedures

Evaluation of Disclosure Controls and Procedures

     Within the 90 days prior to the filing date of this report, the Company
carried out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.
This evaluation was done under the supervision and with the participation of the
Company's principal executive officer and principal financial officer. Based
upon that evaluation, they concluded that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing information
needed to satisfy the Company's disclosure obligations under the Exchange Act.

Changes in Internal Controls

     There were no significant changes in the Company's internal controls or in
other factors that could significantly affect those controls since the most
recent evaluation of such controls.


                           PART II - OTHER INFORMATION

Item 1  -  Legal Proceedings

         We are not aware of any current or threatened legal proceedings
disclosable under this item.

Item 2  -  Changes in Securities

         None.

Item 3  -  Defaults Upon Senior Securities

         None.

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

         None.

Item 5  -  Other Information

         None.

Item 6  -  Exhibits and Reports on Form 8-K

        Exhibits:

                 No.            Description

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


        Reports on Form 8-K

                None.


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                 FRANKLIN LAKE RESOURCES INC.



September 14, 2004               /s/ Fr. Gregory Ofiesh
------------------               --------------------------------------------
Dated                            President, Acting Chief Financial Officer