**EXHIBIT 31**

 

CERTIFICATION PURSUANT TO SECTION 302

 

I, Khoo Lay Wah, certify that:

 

1.      I have reviewed this Form10-K of Franklin Hill Acquisition Corporation (the "Comapny").

 

2.      Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report;

 

3.      Based on my knowledge,the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.      The registrant's othercertifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:

 

a)      Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;

 

b)      Designed such internalcontrol over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

 

c)      Evaluated the effectivenessof the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

 

d)      Disclosed in this reportany change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant's internal control over financial reporting; and

 

5.      The registrant's othercertifying officer(s) and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committeeof registrant's board of directors (or persons performing the equivalent functions):

 

a)      All significant deficienciesand material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b)      Any fraud, whether ornot material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.