U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                              Form 10-KSB/A

(Mark One)
X____Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended May 31, 2000.

_____Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____ to ____.

Commission File No:   0-27169

                       FRANKLYN RESOURCES I, INC.
                 (Name of small business in its charter)

Nevada                               84-1491678
(State or other                      (IRS Employer Identification
jurisdiction of Incorporation)        No.)

                       5330 E. 17th Avenue Parkway
Address of Principal Executive Office (street and number)

                         Denver, Colorado 80220

                        City, State and Zip Code

Issuer's telephone number:  (303) 394-1187

Securities to be registered under Section 12(b) of the Act:

                           Title of each class
                                   N/A

Securities to be registered under Section 12(g) of the Act:

                              Common Stock
                            (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 ____

        Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form
10-KSB.___

State issuer's revenue for its most recent fiscal year: $  -0-

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked priced of such stock, as of a
specified date within the past 60 days (See definition of affiliate in
Rule 12b-2): -0-

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates
on the basis of reasonable assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five
years):

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

(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: 3,206,000 as of May 31, 2000.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part
of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933
("Securities Act").  The listed documents should be clearly described
for identification purposes.


PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

       Franklyn Resources I, Inc. (The Company was incorporated
under the laws of the State of Nevada on March 3, 1999, and is in the
developmental  stage. From inception through the end of its fiscal
year ending May 31, 2000, the Company has raised $3,795 in a
private placement. For the period of inception in 1999 through date
hereof, the Company had no revenues or business. The Company has
no commercial operations as of date hereof.  The Company has no
full-time employees and owns no real estate.

       The Company's current business plan is to seek, investigate,
and, if warranted, acquire one or more  properties or  businesses, and
to pursue other related activities intended to enhance shareholder
value. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may
encompass assets or a business entity, such as a corporation, joint
venture, or partnership.  The Company has no capital, and it is
unlikely that the Company will be able to take advantage of more than
one such  business opportunity.  The Company intends to seek
opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.

       At of the end of its fiscal year ending May 31, 2000, the
Company has not identified any business opportunity that it plans to
pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition. During the
fiscal year ending May 31, 2000, the Company's officers and
directors had preliminary contacts with representatives of numerous
companies concerning the general possibility of a merger or
acquisition by an entity like the Company, whose shares are registered
under the Securities Exchange Act of 1934.  However, none of these
preliminary contacts or discussions resulted in any type of agreement.

        It is anticipated that the Company's officers and directors will
continue to initiate contacts with securities broker-dealers and other
persons with whom they are acquainted who are involved in corporate
finance matters to advise them of the Company's existence and to
determine if any  companies or businesses they represent have an
interest in considering a merger or acquisition with the Company. No
assurance can be given that the Company will be successful in finding
or acquiring a desirable business opportunity, given the limited funds
that are available for acquisitions, or that any acquisition that occurs
will be on terms that are favorable to the Company or its
stockholders.

       The Company's search will be directed toward small and
medium-sized enterprises which have a desire to become public
corporations and which are able to satisfy, or anticipate in the
reasonably near future being able to satisfy, the minimum asset
requirements in order to qualify shares for trading on NASDAQ or on
an exchange such as the American or Pacific Stock Exchange.  (See
"Investigation and Selection of Business Opportunities.")  The
Company anticipates that the business opportunities presented to it
will (i) be recently organized with no operating history, or a history
of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of
funds to develop a new product or service or to expand into a new
market; (iv) be relying upon an untested product or marketing
concept; or (v) have a combination of the characteristics mentioned in
(i) through (iv).  The Company intends to concentrate its acquisition
efforts on properties or businesses that it believes to be undervalued.
Given the above factors, investors should expect that any acquisition
candidate may have a history of losses or low profitability.

       The Company does not propose to restrict its search for
investment opportunities to any particular geographical area or
industry, and may, therefore, engage in essentially any business, to
the extent of its limited resources.  This includes industries such as
service, finance, natural resources, manufacturing, high technology,
product development, medical, communications and others.  The
Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities,
economic conditions, and other factors.

       As a consequence of the Company's registration of its
securities under the Securities Exchange Act of 1934, any entity
which has an interest in being acquired by the Company is expected to
be an entity that desires to become a public company as a result of the
transaction.  In connection with such an acquisition, it is highly likely
that an amount of stock constituting control of the Company would be
issued by the Company or purchased from the Company's current
principal shareholders by the target entity or its controlling
shareholders.

       It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and
directors, its other stockholders, professional advisors such as
attorneys and accountants, securities broker-dealers, venture
capitalists, members of the financial community, and others who may
present unsolicited proposals.  The Company has no plans,
understandings, agreements, or commitments with any individual for
such person to act as a finder of opportunities for the Company.

Investigation and Selection of Business Opportunities

       To a large extent, a decision to participate in a specific
business opportunity may be made upon management's analysis of the
quality of the other company's management and personnel, the
anticipated acceptability of new products or marketing concepts, the
merit of technological changes, and numerous other factors which are
difficult, if not impossible, to analyze through the application of any
objective criteria.  In many instances, it is anticipated that the
historical operations of a specific firm may not necessarily be
indicative of the potential for the future because of the possible need
to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment
management, or make other changes.  Because of the lack of training
or experience of the Company's management, the Company will be
dependent upon the owners of a business opportunity to identify such
problems and to implement, or be primarily responsible for the
implementation of, required changes.  Because the Company may
participate in a business opportunity with a newly organized firm or
with a firm which is entering a new phase of growth, it should be
emphasized that the Company will incur further risks, because
management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or
services will likely not be established, and such company may not be
profitable when acquired.

       It is anticipated that the Company will not be able to diversify,
but will essentially be limited to one such venture because of the
Company's limited financing.  This lack of diversification will not
permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an
adverse factor affecting any decision to purchase the Company's
securities.

       It is emphasized that management of the Company may effect
transactions having a potentially adverse impact upon the Company's
shareholders pursuant to the authority and discretion of the
Company's management to complete acquisitions without submitting
any proposal to the stockholders for their consideration.  Company
management does not generally anticipate that it will provide holders
of the Company's securities with financial statements, or any other
documentation, concerning a target company or its business prior to
any merger or acquisition.  In some instances, however, the proposed
participation in a business opportunity may be submitted to the
stockholders for their consideration, either voluntarily by Company
management which elects to seek the stockholders' advice and
consent, or because state law so requires.

       The analysis of business opportunities will be undertaken by or
under the supervision of the Company's executive officers and
directors.

       Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the
investigation and selection of business opportunities, and might pay a
finder's fee.  Since Company management has no current plans to use
any outside consultants or advisors to assist in the investigation and
selection of business opportunities, no policies have been adopted
regarding use of such consultants or advisors, the criteria to be used
in selecting such consultants or advisors, the services to be provided,
the term of service, or regarding the total amount of fees that may be
paid.  However, because of the limited resources of the Company, it
is likely that any such fee the Company agrees to pay would be paid
in stock and not in cash.  Otherwise, the Company anticipates that it
will consider, among other things, the following factors:

       (a)  Potential for growth and profitability, indicated by new
  technology, anticipated market expansion, or new products;

       (b)  Competitive position as compared to other companies of
similar size and experience within the industry segment as well as
within the industry as a whole;

       (c)  Strength and diversity of existing management, or
management prospects that are scheduled for recruitment;

       (d)  Capital requirements and anticipated availability of
required funds, to be provided from operations, through the sale of
additional securities, through joint ventures or similar arrangements,
or from other sources;

       (e)  The cost of participation by the Company as compared to
the perceived tangible and intangible values and potential;

       (f)  The extent to which the business opportunity can be
advanced;

       (g)  The Company's perception of how any particular business
opportunity will be received by the investment community and by the
Company's stockholders;

       (h)  The accessibility of required management expertise,
personnel, raw materials, services, professional assistance, and other
required items; and

       (i)  Whether the financial condition of the business opportunity
would be, or would have a significant prospect in the foreseeable
future to become, such as to permit the securities of the Company,
following the business combination, to qualify to be listed on an
exchange or on a national automated securities quotation system, such
as NASDAQ, so as to permit the trading of such securities to be
exempt from the requirements of Rule 15c2-6 recently adopted by the
Securities and Exchange Commission.  See "Risk Factors - The
Company - Regulation of Penny Stocks."

       In regard to the last criterion listed above, the current
standards for NASDAQ listing include, among other things, the
requirements that the issuer of the securities that are sought to be
listed have net tangible assets of at least $4,000,000, or a market
capitalization of at least $50,000,000, or net income in its latest fiscal
year of not less than $750,000.  Many, and perhaps most, of the
business opportunities that might be potential candidates for a
combination with the Company would not satisfy the NASDAQ listing
criteria.  To the extent that the Company seeks potential NASDAQ
listing, therefore, the range of business opportunities that are available
for evaluation and potential acquisition by the Company would be
significantly limited.

       In applying the criteria listed above, no one of which will be
controlling, management will attempt to analyze all factors appropriate
to the opportunity and make a determination based upon reasonable
investigative measures and available data.  Potentially available
business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
extremely difficult and complex.  Potential investors must recognize
that, because of the Company's limited capital available for
investigation and management's limited experience in business
analysis, the Company may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.

       The Company is unable to predict when it may participate in a
business opportunity and it has not established any deadline for
completion of a transaction. It expects, however, that the process of
seeking candidates, analysis of specific proposals and the selection of
a business opportunity may require several additional months or more.

       Prior to making a decision to participate in a business
opportunity, the Company will generally request that it be provided
with written materials regarding the business opportunity containing
such items as a description of product, service and company history;
management resumes; financial information; available projections,
with related assumptions upon which they are based; an explanation of
proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions
between such company and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated
capital requirements; audited financial statements or an indication that
audited statements will be available within sixty (60) days following
completion of a merger transaction; and other information deemed
relevant.

       As part of the Company's investigation, the Company's
executive officers and directors may meet personally with
management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain
information provided, check references of management and key
personnel, and take other reasonable investigative measures, to the
extent of the Company's limited financial resources and management
expertise.

       Company management believes that various types of potential
merger or acquisition candidates might find a business combination
with the Company to be attractive.  These include acquisition
candidates desiring to create a public market for their shares in order
to enhance liquidity for current shareholders, acquisition candidates
which have long-term plans for raising equity capital through the
public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, and
acquisition candidates which plan to acquire additional assets through
issuance of securities rather than for cash, and believe that the
possibility of development of a public market for their securities will
be of assistance in that process.  Acquisition candidates which have a
need for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.

Form of Acquisition

       It is impossible to predict the manner in which the Company
may participate in a business opportunity.  Specific business
opportunities will be reviewed as well as the respective needs and
desires of the Company and the promoters of the opportunity and,
upon the basis of that review and the relative negotiating strength of
the Company and such promoters, the legal structure or method
deemed by management to be suitable will be selected.  Such structure
may include, but is not limited to, share exchanges, mergers,
agreements for purchase of and sale of stock or assets, leases,
licenses, joint ventures and other contractual arrangements.  The
Company may act directly or indirectly through an interest in a
partnership, corporation or other form of organization.  Implementing
such structure may require the merger, consolidation or reorganization
of the Company with other corporations or forms of business
organization.  In addition, the present management and stockholders
of the Company most likely will not have control of a majority of the
voting shares of the Company following a reorganization transaction.
As part of such a transaction, the Company's directors may resign and
new directors may be appointed without any vote by stockholders.

       It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other
securities of the Company.  Although the terms of any such
transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an
acquisition is a so-called "tax free" reorganization under the Internal
Revenue Code of 1986, depends upon the issuance to the stockholders
of the acquired company of more than 80% of the common stock of
the combined entities immediately following the reorganization.  If a
transaction were structured to take advantage of these provisions
rather than other "tax free" provisions provided under the Internal
Revenue Code, the Company's stockholders in such circumstances
would retain in the aggregate 20% or less of the total issued and
outstanding shares.  This could result in substantial additional dilution
in the equity of those who were stockholders of the Company prior to
such reorganization.  Any such issuance of additional shares might
also be done simultaneously with a sale or transfer of shares
representing a controlling interest in the Company by the current
officers, directors and principal shareholders. (See "Description of
Business - General").

       It is anticipated that any securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available,
from registration under applicable federal and state securities laws.  In
some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either
at the time the transaction is consummated, or under certain
conditions or at specified times thereafter.  The issuance of substantial
additional securities and their potential sale into any trading market
that might develop in the Company's securities may have a depressive
effect upon such market.

       The Company will participate in a business opportunity only
after the negotiation and execution of a written agreement.  Although
the terms of such agreement cannot be predicted, generally such an
agreement would require specific representations and warranties by all
of the parties thereto, specify certain events of default, detail the
terms of closing and the conditions which must be satisfied by each of
the parties thereto prior to such closing, outline the manner of bearing
costs if the transaction is not closed, set forth remedies upon default,
and include miscellaneous other terms.

       As a general matter, the Company anticipates that it will enter
into a letter of intent with the management, principals or owners of a
prospective business opportunity prior to signing a binding agreement.

       Such a letter of intent will set forth the terms of the proposed
acquisition but will not bind either the Company or the business
opportunity to consummate the transaction.  Execution of a letter of
intent will by no means indicate that consummation of an acquisition
is probable.  Neither the Company nor the business opportunity will
be bound to consummate the acquisition unless and until a definitive
agreement concerning the acquisition as described in the preceding
paragraph is executed.  Even after a definitive agreement is executed,
it is possible that the acquisition would not be consummated should
either party elect to exercise any right provided in the agreement to
terminate it on specified grounds.

       It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys and others.  If a decision is made not to
participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable.
Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate
future time may make it impossible to procure goods and services.

Competition

       The Company expects to encounter substantial competition in
its efforts to locate attractive opportunities, primarily from business
development companies, venture capital partnerships and corporations,
venture capital affiliates of large industrial and financial companies,
small investment companies, and wealthy individuals.  Many of these
entities will have significantly greater experience, resources and
managerial capabilities than the Company and will therefore be in a
better position than the Company to obtain access to attractive
business opportunities. The Company also will experience competition
from other public "blind pool" companies, many of which may have
more funds available than does the Company.

Administrative Offices

       The Company  currently  maintains a mailing address at 5330
E. 17th Ave. Parkway, Denver, CO 80220, which is the office
address of its President.  Other than this mailing address, the
Company does not currently maintain any other office facilities, and
does not anticipate the need for maintaining office facilities at any
time in the foreseeable future.  The Company pays no rent or other
fees for the use of this mailing address.

Employees

       The Company is a development stage company and currently
has no employees.  Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not
anticipate a need to engage any full-time employees so long as it is
seeking and evaluating business opportunities.  The need for
employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific
business opportunities. No remuneration will be paid to the
Company's officers except as set forth under "Executive
Compensation" and under "Certain Relationships and Related
Transactions."

Risk Factors

1.  Conflicts  of Interest.  Certain conflicts of interest may exist
between
the Company and its officers and directors.  They have other business
interests to which they devote their  attention,  and may be expected
to continue to do so although management time should be devoted to
the business of the Company. As a result, conflicts of interest may
arise that can be resolved only through exercise of such judgment as
is consistent with fiduciary duties to the Company.  See "Conflicts of
Interest."

       It is anticipated that Company's officers and directors may
actively negotiate or otherwise consent to the purchase of a portion of
his common stock as a condition to, or in connection with, a proposed
merger or acquisition transaction. In this process, the Company's
officers may consider his own personal pecuniary benefit rather than
the best interests of other Company shareholders, and the other
Company shareholders are not expected to be afforded the
opportunity to approve or consent to any particular stock buy-out
transaction.  See "Conflicts of Interest."

2.  Need For Additional  Financing.  The Company has very limited
funds, and such funds may not be  adequate  to take  advantage  of
any  available  business opportunities.  Even if the Company's funds
prove to be sufficient to acquire an interest in, or complete a
transaction with, a business opportunity, the Company may not have
enough capital to exploit the opportunity.  The ultimate success of the
Company may depend upon its ability to raise additional capital. The
Company has not investigated the availability, source, or terms that
might govern the acquisition of additional capital and will not do so
until it determines a need for additional financing. If additional capital
is needed, there is no assurance that funds will be available from any
source or, if available, that they can be obtained on terms  acceptable
to the Company.  If not available, the Company's operations will be
limited to those that can be financed with its modest capital.

3.  Regulation of Penny Stocks. The Company's securities, when
available for trading, will be subject to a Securities and Exchange
Commission rule that imposes special sales practice requirements upon
broker-dealers who sell such securities to persons other than
established customers or accredited investors. For purposes of the
rule, the phrase "accredited investors" means, in general terms,
institutions with assets in excess of $5,000,000, or individuals having
a net worth in excess of $1,000,000 or having an annual income  that
exceeds $200,000 (or that, when combined with a spouse's income,
exceeds $300,000).  For transactions covered by the rule, the broker-
dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction  prior
to the sale.  Consequently, the rule may affect the ability of broker-
dealers to sell the Company's securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that
might develop therefore.

       In addition, the Securities and Exchange Commission has
adopted a number of rules to regulate  "penny  stocks." Such rules
include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6,
15g-7, and 15g-9 under the Securities Exchange Act of 1934, as
amended.  Because the securities of the Company may constitute
"penny stocks" within the meaning of the rules, the rules would apply
to the Company and to its  securities.  The rules may further affect
the ability of owners of Shares to sell the securities of the Company in
any market that might develop for them.

       Shareholders should be aware that, according to Securities and
Exchange Commission, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include
(i) control of the market for the security by one or a few broker-
dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differentials and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a
desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses.  The Company's
management is aware of the abuses that have occurred historically in
the penny stock market.  Although the Company does not expect to be
in a position to dictate the behavior of the market or of broker-dealers
who participate in the market, management will strive within the
confines of practical limitations to prevent the described  patterns
from being established with respect to the Company's securities.

4.  Lack of Operating History.  The Company was formed in March
1999 for the purpose of seeking a business opportunity.  Due to the
special risks inherent in the investigation, acquisition, or involvement
in a new business opportunity, the Company must be regarded as a
new or start-up venture with all of the unforeseen costs, expenses,
problems, and difficulties to which such ventures are subject.

5.  No Assurance of Success or Profitability. There is no assurance
that the Company will acquire a favorable business opportunity.  Even
if the Company should become involved in a business opportunity,
there is no assurance that it will generate revenues or profits, or that
the market price of the  Company's Common Stock will be increased
thereby.

6.  Possible Business - Not Identified and Highly Risky. The
Company has not identified and has no commitments to enter into or
acquire a specific business opportunity and therefore can disclose the
risks and hazards of a business or opportunity that it may enter into in
only a general manner, and cannot disclose the risks and hazards of
any specific business or opportunity that it may enter into. An
investor can expect a potential business opportunity to be quite risky.
The Company's acquisition of or participation in a business
opportunity will likely be highly illiquid and could result in a total
loss to the Company and its stockholders if the business or
opportunity proves to be unsuccessful. See Item 1 "Description of
Business."

7.  Type of Business Acquired.  The type of business to be acquired
may be one that desires to avoid effecting its own public offering and
the accompanying expense, delays, uncertainties, and federal and state
requirements which purport to protect investors.  Because of the
Company's limited capital, it is more likely than not that any
acquisition by the Company will involve other parties whose primary
interest is the acquisition of control of a publicly traded company.
Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.

8.  Impracticability  of Exhaustive  Investigation.  The Company's
limited funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and
analysis of a business opportunity before the Company commits its
capital or other resources thereto. Management  decisions, therefore,
will likely be made without detailed feasibility studies, independent
analysis, market surveys and the like which, if the Company had
more funds available to it, would be desirable. The Company will be
particularly dependent in making decisions upon information provided
by the promoter, owner, sponsor, or others associated with the
business opportunity seeking the Company's participation.  A
significant portion of the Company's available funds may be expended
for investigative expenses and other expenses related to preliminary
aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.

9.  Lack of Diversification. Because of the limited financial resources
that the Company has, it is unlikely that the Company will be able to
diversify its acquisitions or operations.  The Company's probable
inability to diversify its activities into more than one area will subject
the Company to economic fluctuations within a particular business or
industry and therefore increase the risks associated with the
Company's operations.

10.  Reliance upon Financial  Statements.  The Company generally
will require audited financial statements from companies that it
proposes to acquire.  Given cases where audited financials are
available, the Company will have to rely upon interim period
unaudited information received from target companies' management
that has not been verified by outside auditors.  The lack of the type of
independent verification which audited financial statements would
provide, increases the risk that the Company, in evaluating an
acquisition with such a target company, will not have the benefit of
full and accurate information about the financial condition and recent
interim operating history of the target company. This risk increases
the prospect that the acquisition of such a company might prove to be
an unfavorable one for the Company or the holders of the Company's
securities.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.  Except for historical
matters, the matters discussed in this Form 10-KSB are
forward-looking statements based on current expectations, and involve
risks and uncertainties.  Forward-looking statements include, but are
not limited to, statements under the following headings:

       (i)  "Description of Business - General" - the general
description of the Company's plan to seek a merger or acquisition
candidate, and the types of business opportunities that may be
pursued.

       (ii) "Description of Business - Investigation and Selection of
Business Opportunities" - the steps which may be taken to investigate
prospective business opportunities, and the factors which may be used
in selecting a business opportunity.

       (iii) "Description of Business - Form of Acquisition" - the
manner in which the Company may participate in a business
acquisition.

       The Company wishes to caution the reader that there are many
uncertainties and unknown factors which could affect its ability to
carry out its business plan in the manner described herein.

ITEM 2.   DESCRIPTION OF PROPERTY.

       The Company currently maintains a mailing address at 5330 E.
17th Avenue Parkway, Denver, Colorado, which is the address of its
President. The Company pays no rent for the use of this mailing
address.  The Company does not believe that it will need to maintain
an office at any time in the foreseeable future in order to carry out its
plan of operations described herein.  The Company's telephone
number is (303) 394-1187.

       The Company currently has no investments in real estate, real
estate mortgages, or real estate securities, and does not anticipate
making any such investments in the future.  However, the policy of
the Company with respect to investment in real estate assets could be
changed in the future without a vote of security holders.

ITEM 3.   LEGAL PROCEEDINGS.

       The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.

       No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5.0% of the securities of
the Company, or any associate of any such director, officer or
security holder is a party adverse to the Company or has a material
interest adverse to the Company in reference to pending litigation.

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

       No matters were submitted to a vote of the security holders of
the Company during the fourth quarter of the fiscal year which ended
May 31, 2000.

Part II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

       There is not currently a public trading market for the
Company's securities.  Such securities are currently held of record by
a total of approximately 36 persons.

       No dividends have been declared or paid on the Company's
securities, and it is not anticipated that any dividends will be declared
or paid in the foreseeable future.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION.

       The Company remains in the development stage.  Since
inception, it has received cash proceeds of $3,795 from sale of stock
and an additional cash capital contribution of $1,950.  It has also
issued shares for services valued at $60,325, and recorded $60,325 as
general and administrative costs in connection with formation of the
Company.  The Company has also expended a portion of its cash and
the expenditure of such funds in furtherance of its business plan,
including primarily expenditure of funds to pay legal and accounting
expenses.  Consequently, the Company's balance sheet for the fiscal
year ended May 31, 2000, reflects a current asset value of $739,
which is all in the form of cash, current liabilities of $0, and a deficit
of $65,331 accumulated during the development stage.

Results of Operations

       During the period from March 3, 1999 (inception) through
May 31, 2000, the Company has accumulated a deficit of $65,331.
During this period, the Company has engaged in no significant
operations other than organizational activities, acquisition of capital,
preparation and filing of the registration of its securities under the
Securities Exchange Act of 1934, as amended, compliance with its
periodical reporting requirements, and efforts to locate a suitable
merger or acquisition candidate.  No revenues were received by the
Company during this period.

       For the fiscal year ending May 31, 2001, the Company
anticipates incurring a loss as a result of expenses associated with
compliance with the reporting requirements of the Securities Exchange
Act of 1934, and expenses associated with locating and evaluating
acquisition candidates.  The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not
generate revenues.  It may also continue to operate at a loss after
completing a business combination, depending upon the performance
of the acquired business.

Plan of Operations and Need for Additional Financing

       During the fiscal year ending May 31, 2001, the Company
plans to continue with efforts to seek, investigate, and, if warranted,
acquire one or more properties or businesses.  The Company also
plans to file all required periodical reports and to maintain its status as
a fully-reporting Company under the Securities Exchange Act of
1934.  In order to proceed with its plans for the next year, it is
anticipated that the Company will require additional capital in order to
meet its cash needs. These include the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of
1934, as amended, as well as any costs the Company may incur in
seeking business opportunities.

       No specific commitments to provide additional funds have been
made by management or other stockholders, and the Company has no
current plans, proposals, arrangements or understandings with respect
to the sale or issuance of additional securities prior to the location of a
merger or acquisition candidate.  Accordingly, there can be no
assurance that any additional funds will be available to the Company
to allow it to cover its expenses.  Notwithstanding the foregoing, to
the extent that additional funds are required, the Company anticipates
receiving such funds in the form of advancements from current
shareholders without issuance of additional shares or other securities,
or through the private placement of restricted securities rather than
through a public offering.

       The Company may also seek to compensate providers of
services by issuances of stock in lieu of cash.  For information as to
the Company's policy in regard to payment for consulting services,
see "Certain Relationships and Transactions."

Year 2000 Compliance

       The Company did not encounter problems related to
compliance with Year 2000 issues. Therefore, Year 2000 issues are
not currently material to the Company's business, operations or
financial condition.  Furthermore, the Company does not anticipate
that it will encounter Year 2000 issues or incur expenses related to
remediation of Year 2000 issues in conjunction with acquisition of a
business opportunity.

ITEM 7.   FINANCIAL STATEMENTS.

       See following pages.
FRANKLYN RESOURCES I, INC.
(A Development Stage Company)

Report of Independent Public Accountants
Balance Sheet
Statements of Operations
Statement of Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders of Franklyn Resources I,
Inc.

We have audited the accompanying balance sheet of Franklyn
Resources I, Inc. (a development stage company) as of May 31, 2000,
and the related statements of operations, stockholders' equity, and
cash flows for the year ended May 31, 2000, and for the periods from
inception (March 3, 1999) to May 31, 2000 and 1999.  These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Franklyn
Resources I, Inc.. as of May 31, 2000, and the results of its
operations and cash flows for the year then ended, and for the periods
from inception (March 3, 1999) to May 31, 2000 and 1999 in
conformity with generally accepted accounting principles.

Denver, Colorado
July 18, 2000
Comiskey & Co.
PROFESSIONAL CORPORATION

FRANKLYN RESOURCES I, INC.
(A Development Stage Company)
BALANCE SHEET
May 31, 2000

<TABLE>
<CAPTION>

<S>                                                              <C>
ASSETS
CURRENT ASSETS
 Cash and cash equivalents                                       739
   Total current assets                                          739

   TOTAL ASSETS                                                  739

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES                                        $       -

STOCKHOLDERS' EQUITY
 Common stock, $0.001 par value;
  25,000,000 shares authorized;
  3,206,000 issued and outstanding                             3,206
 Additional paid-in capital                                   62,864
Deficit accumulated during the
 development stage                                          (65,331)

                                                                 739
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                                          739
</TABLE>
The accompanying notes are an integral part of the financial statements.
FRANKLYN RESOURCES I, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                             For the
                                              For the         period
                        For the period           year       March 3,
                        from inception          ended        1999 to
                       (March 3, 1999)        May 31,        May 31,
                       to May 31, 2000           2000           1999
<S>                                <C>            <C>            <C>
REVENUES                      $      -       $      -       $      -

EXPENSES
 Selling, general and
  administrative                65,331          4,466         60,865

  Total expenses                65,331          4,466         60,865

NET LOSS                      (65,331)        (4,466)       (60,865)

Accumulated deficit

 Balance, beginning
  of period                          -       (60,865)              -

 Balance, end of
  period                     $(65,331)      $(65,331)      $(60,865)

NET LOSS PER SHARE            $(0.02)        $  (NIL)       $(0.02)

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                 3,205,587      3,205,978      3,204,000
</TABLE>
The accompanying notes are an integral part of the financial statements.

FRANKLYN RESOURCES I, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the period from inception (March 3, 1999) to May 31, 2000
(Page 1 of 2)
<TABLE>
<CAPTION>
                                      Common Stock        Additional
                             Number of                       paid-in
                                Shares         Amount        capital
<S>                                <C>            <C>            <C>
Common stock issued for
 cash and services,
 February 1999
 at $0.02 per share           3,175,000     $   3,175      $  60,325

Common stock issued for
 cash, February 1999
 at $0.02 per share             29,000             29            551

Net loss for the period
 ended May 31, 1999                  -              -              -

Balance, May 31, 1999        3,204,000      $   3,204      $  60,876

Common stock issued for
 cash, June 1999 at
 $0.02 per share                 2,000              2             38

Cash contribution to
 capital                                                       1,950

Net loss for the year ended
 May 31, 2000                        -              -              -

Balance May 31, 2000         3,206,000      $   3,206      $  62,864

</TABLE>

The accompanying notes are an integral part of the financial statements.

FRANKLYN RESOURCES I, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
For the period from inception (March 3, 1999) to May 31, 2000
(Page 2 of 2)
<TABLE>
<CAPTION>

                                  Deficit accumulated
                                           during the                 Total
                                          development         stockholders'
                                                stage                equity
<S>                                               <C>                   <C>
Common stock issued for
 cash and services,
 February 1999
 at $0.02 per share                         $       -              $ 63,500

Common stock issued for
 cash, February 1999
 at $0.02 per share                                 -                   580

Net loss for the period
 ended May 31, 1999                          (60,865)              (60,865)

Balance, May 31, 1999                       $(60,865)              $  3,215

Common stock issued for
 cash, June 1999 at
 $0.02 per share                                    -                    40

Cash contribution to
 capital                                            -                 1,950

Net loss for the year ended
 May 31, 2000                                 (4,466)               (4,466)

Balance May 31, 2000                        $(65,331)              $    739

</TABLE>
The accompanying notes are an integral part of the financial statements.

FRANKLYN RESOURCES I, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                              For the period                 For the period
                               from inception   For the year       March 3,
                              (March 3, 1999)          ended           1999
                                   to May 31,        May 31,     to May 31,
                                         2000           2000           1999
<S>                                       <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                              $(65,331)     $(4,466)      $(60,865)
Adjustments to reconcile
  net loss to net cash used
  by operating activities:
    Stock issued for services          60,325              -         60,325

  Net cash flows from
   operating activities               (5,006)        (4,466)          (540)

CASH FLOWS FROM INVESTING
 ACTIVITIES                                 -              -              -

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of common stock               3,795             40          3,755
 Additional paid-in capital             1,950          1,950              -
 Decrease (increase) in stock
  subscription receivable                   -             25           (25)
 Increase (decrease) in stock
  subscribed                                -           (40)             40

  Net cash flows from financing
   activities                           5,745          1,975          3,770

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                     739        (2,491)          3,230

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                        -          3,230              -

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                       $    739       $    739       $  3,230
</TABLE>
The accompanying notes are an integral part of the financial statements.
FRANKLYN RESOURCES I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

1.     Summary of Significant Accounting Policies
Development Stage Company

Franklyn Resources I, Inc. (a development stage company) (the
"Company") was incorporated under the laws of the State of Nevada
on March 3, 1999.  The principal office of the corporation is 5330
East 17th Avenue Parkway, Denver, 80220.

The Company is a new enterprise in the development stage as defined
by Statement No. 7 of the Financial Accounting Standards Board and
has not engaged in any business other than organizational efforts. It
has no full-time employees and owns no real property. The Company
intends to operate as a capital market access corporation by registering
with the U.S. Securities and Exchange Commission under the
Securities Exchange Act of 1934.  After this, the Company intends to
seek to acquire one or more existing businesses that have existing
management, through merger or acquisition.  Management of the
Company will have virtually unlimited discretion in determining the
business activities in which the Company might engage.

Accounting Method
The Company records income and expenses on the accrual method.

Fiscal Year
The fiscal year of the corporation is May 31.

Loss per Share
Loss per share was computed using the weighted average number of
shares outstanding during the period.

Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities that represent financial instruments (none of which are held
for trading purposes) approximate their carrying values.

Organization Costs
Costs to incorporate the Company were expensed as incurred.

Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents.

Use of Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that effect the
amounts reported in these financial statements and accompanying
notes.  Actual results could differ from those estimates.

Consideration of Other Comprehensive Income Items
SFAF 130 - Reporting Comprehensive Income, requires companies to
present comprehensive income (consisting primarily of net income
plus other direct equity changes and credits) and its components as
part of the basic financial statements.  For the year ended May 31,
2000, the Company's financial statements do not contain any changes
in equity that are required to be reported separately in comprehensive
income.

Stock Basis
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the service or assets received
in exchange.

2.     Stockholders' Equity
As of May 31, 2000, 25,000,000 shares of the Company's $0.001 par
value common stock had been authorized, of which 3,206,000 were
issued and outstanding.  Of the total shares authorized for issuance,
3,175,000 were issued for cash of $0.001 per share and services of
$0.019 per share, with a total of $60,325 recorded as general and
administrative costs in connection with the formation of the Company.
The other 31,000 shares were issued for $620, or $0.02 per share.

3.     Related Party Transactions
As of the date hereof, Frank L. Kramer and Deborah A. Salerno are
the officers and directors of the Company, and are the beneficial
owners of 2,150,000 shares of its issued and outstanding common
stock, constituting approximately 67% of the Company's issued and
outstanding common stock.  The shares were issued for cash at
$0.001 per share and services provided which have been valued at a
total of $40,850.

Officers and directors are reimbursed for all out-of-pocket expenses.

4.     Income Taxes
The tax benefit of approximately $12,000 related to deductible
temporary differences and operating loss carryforwards has been
offset by a full allowance for realization.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

       The Company has had no change in, or disagreements with, its
principal independent accountant since the date of inception.

Part III

       ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT.

       The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Name                          Age            Positions Held and
                                                    Tenure
<S>                           <C>                   <C>

Frank L. Kramer               57             President, and a
                                             Director since
                                             March, 1999.

Deborah A. Salerno            46             Secretary/Treasurer,
                                             and a Director since
                                             March, 1999.
</TABLE>

       The directors named above will serve until the next annual
meeting of the Company's stockholders.  Thereafter, directors will be
elected for one-year terms at the annual stockholders' meeting.
Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement, of which none currently
exists or is contemplated.  There is no arrangement or understanding
between any of the directors or officers of the Company and any other
person pursuant to which any director or officer was or is to be
selected as a director or officer.

       The directors and officers will devote their time to the
Company's affairs on an "as needed" basis, which, depending on the
circumstances, could amount to as little as two hours per month, or
more than forty hours per month, but more than likely will fall within
the range of five to ten hours per month.





Biographical Information

FRANK L. KRAMER

       Frank Lloyd Kramer, President and a director, obtained his BS
in Business Administration from Louisiana State University in 1964.
From 1968 through 1981, then from 1987 to 1990, Mr. Kramer was
employed by New York Life Insurance Company in various positions,
including agent, sales manager and general manager.  From 1981 to
1987, and from 1990 to present, he has been self-employed as a
private investor and financial consultant in the Denver area assisting
companies in obtaining financing for their business operations.  Mr.
Kramer has had significant experience in "shell" or "blank check"
companies.

       In addition to serving as President and a director of the
Company, Mr. Kramer is also currently an officer director of 8 other
corporations which were incorporated on March 2, 1999 and were
formed to seek acquisitions.  He is the president and director of Park
Hill Capital I Corp., Park Hill Capital II Corp., Franklyn Resources
II, Inc. and Franklyn Resources III, Inc., and is the
Secretary/Treasurer and a director of OSK Capital I Corp., OSK
Capital II Corp., OSK Capital III Corp., and Park Hill Capital III
Corp.

DEBORAH A. SALERNO

       Deborah A. Salerno, the Company's Secretary/Treasurer and a
director, is president (and owner) of DAS Consulting, Inc., a private
corporation located in New York City, providing financial consulting
services to corporations since 1988.

       Ms. Salerno, who attended Pace University, has also been
employed as a trader in the over-the-counter market. (Greentree
Securities, October, 1986 through March, 1987); and as Vice
President and Syndicate Manager (Yves Hentic & Company, Inc.,
Jersey City, New Jersey, 1985 through 1986). She was also involved
with the risk arbitrage market from 1978 through 1985, and was Vice
President of Bodkin Securities (1980 through 1985) and Assistant
Options P&S Manager for Ivan F. Boesky, from 1978 through 1980.

       Ms. Salerno has had significant experience with "shell" or
"blank check" companies.

       In addition to serving as the Company's Secretary/Treasurer
and a director, Ms. Salerno is also currently an officer and director of
8 other corporations which were incorporated on March 2, 1999, and
were formed to seek acquisitions.  She is the Secretary/Treasurer of
Park Hill Capital I Corp., Park Hill Capital II Corp., Franklyn
Resources II, Inc. and Franklyn Resources III, Inc.  She is the
President and a director of OSK Capital I Corp., OSK Capital II
Corp., OSK Capital III Corp., and Park Hill Capital III Corp.

       Ms. Salerno is also currently the Vice President and a director
of Strategic Acquisitions, Inc., which was incorporated on October
16, 1989.

Compliance With Section 16(a) of the Exchange Act.

       The Company's officers and directors, Frank L. Kramer and
Deborah A. Salerno, and a third individual, John P. O'Shea who is a
principal shareholder of the Company, were each required to file an
Initial Statement of Beneficial Ownership of Securities on Form 3 at
the time of the registration of the Company's securities under Section
12(g) of the Exchange Act.  These Forms 3 were not timely filed.
Each of these individuals has represented to the Company that he or
she will complete the necessary filings on or before September 30,
2000.

ITEM 10.  EXECUTIVE COMPENSATION.

       No officer or director received any remuneration from the
Company during the fiscal year.  Until the Company acquires
additional capital, it is not intended that any officer or director will
receive compensation from the Company other than reimbursement
for out-of-pocket expenses incurred on behalf of the Company.  See
"Certain Relationships and Related Transactions."  The Company has
no stock option, retirement, pension, or profit-sharing programs for
the benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in
the future.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.

       The following table sets forth, as of the end of the Company's
most recent fiscal year, the number of shares of Common Stock
owned of record and beneficially by executive officers, directors and
persons who hold 5.0% or more of the outstanding Common Stock of
the Company.  Also included are the shares held by all executive
officers and directors as a group.

<TABLE>
<CAPTION>
Name and                             Number of Shares            Percent of
Address                            Owned Beneficially           Class Owned
<S>                                               <C>                   <C>
Frank L. Kramer <F1>
5330 E. 17th Ave. Parkway
Denver, Colorado 80220                  1,150,000<F2>             35.87%

Deborah A. Salerno<F1>
355 South End, 22B
New York, NY 10280                          1,000,000             31.19%

John P. O'Shea
355 South End Ave.
New York, NY 10280                          1,000,000             31.19%

All directors and executive
officers (2 persons)                        2,150,000             67.06%
<FN>
<F1>  The person listed is an officer, a director, or both, of the
Company.
<F2>  Includes 150,000 shares owned by Mr. Kramer's spouse, of which
Mr. Kramer may be deemed to be the beneficial owner.
</FN>
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Indemnification of Officers and Directors

The Articles of Incorporation and the Bylaws of the Company do not
provide for indemnification of officers, directors or controlling
persons.  The General Corporation Law of the State of Nevada (NRS
78.7502) provides that "to the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding...or in defense
of any claim, issue or matter therein, the corporation shall indemnify
him against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the defense."

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy
as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability

       Nevada Statutes exclude personal liability of its directors to the
Company and its stockholders for monetary damages for breach of
fiduciary duty except in certain specified circumstances.  Accordingly,
the Company will have a much more limited right of action against its
directors than otherwise would be the case.  This provision does not
affect the liability of any director under federal or applicable state
securities laws.

Conflicts of Interest

       None of the officers of the Company will devote more than a
portion of his time to the affairs of the Company.  There will be
occasions when the time requirements of the Company's business
conflict with the demands of the officers' other business and
investment activities.  Such conflicts may require that the Company
attempt to employ additional personnel.  There is no assurance that
the services of such persons will be available or that they can be
obtained upon terms favorable to the Company.

       Each of the Company's officers and directors also are officers,
directors, or both of several other Colorado based development-stage
corporation in the same business as the Company.  These companies
may be in direct competition with the Company for available
opportunities.

       Company management, and other principal shareholders of the
Company, intend to actively negotiate or otherwise consent to the
purchase of a portion of their common stock as a condition to, or in
connection with, a proposed merger or acquisition transaction.
Members of management acquired a majority of their shares for
services rendered at a price of $.019 per share, and the total purchase
price for all presently issued and outstanding shares was $64,120 of
which $3,795 was paid in cash and $60,325 was paid in the form of
performance of services. It is anticipated that a substantial premium
may be paid by the purchaser in conjunction with any sale of shares
by officers, directors or affiliates of the Company which is made as a
condition to, or in connection with, a proposed merger or acquisition
transaction.  The fact that a substantial premium may be paid to
Company officers, directors and affiliates to acquire their shares
creates a conflict of interest for them and may compromise their state
law fiduciary duties to the Company's other shareholders.  In making
any such sale, Company officers, directors and affiliates may consider
their own personal pecuniary benefit rather than the best interests of
the Company and the Company's other shareholders, and the other
shareholders are not expected to be afforded the opportunity to
approve or consent to any particular buy-out transaction involving
shares held by members of Company management.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

       (a)  The Exhibits listed below are filed as part of this Annual
Report.
<TABLE>
<CAPTION>
Exhibit No.                          Document
<S>                                  <C>
 3.1            Articles of Incorporation (incorporated by reference
from Registration Statement on Form 10-SB filed with the Securities
and Exchange Commission on August 30, 1999).

3.2            Bylaws (incorporated by reference from Registration
Statement on Form 10-SB filed with the Securities and Exchange
Commission on August 30, 1999).

*4.1           Specimen Common Stock Certificate

*27            Financial Data Schedule
</TABLE>

       (b)  No reports on Form 8-K were filed by the Company
during the last quarter of its fiscal year ending May 31, 2000.

*filed herewith
Signatures

In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

FRANKLYN RESOURCES I, INC.


By: /s/ ________________
        Frank Kramer, President
        Date: September 12, 2000

                 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-KSB

_X___Annual report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended May 31, 2000.

___Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____ to ____.

Commission File No:   0-27169

FRANKLYN RESOURCES I, INC.
(Name of Small Business Issuer in its charter)


Nevada                                          84-1491806
State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)       Identification No.)

5330 E. 17th Avenue
Denver,  Colorado                    80220
(Address of Principal Office)        Zip Code

Issuer's telephone number:    (303) 394-1187

EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
  No.                 Document
<S>                        <C>
4.1            Specimen Stock Certificate
27             Financial Data Schedule

</TABLE>

EXHIBIT 4.1 - SPECIMEN STOCK CERTIFICATE

CONTENTS:

State of Incorporation
Name of Company
Number of authorized shares of common stock
Name of individual shareholder
Number of shares owned by individual shareholder
Fully paid and non-assessable shares
Date of issuance of certificate
Signatures of President and Secretary
Restrictive transfer legend

EXHIBIT 27 - Financial Data Schedule