**EXHIBIT 31**

 

CERTIFICATION PURSUANT TO SECTION 302

 

I, Khoo Lay Wah, certify that:

 

1.      I have reviewed this Form 10-K of Franklin Hill Acquisition Corporation(the "Comapny").

 

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

 

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

 

4.      The registrant's other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures (as defined in Exchange 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 andhave:

 

a)      Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period inwhich this report is being prepared;

 

b)      Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

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

 

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

 

5.      The registrant's other certifying officer(s) and I have disclosed,based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (orpersons performing the equivalent functions):

 

a)      All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's abilityto record, process, summarize and report financial information; and

 

b)      Any fraud, whether or not material, that involves managementor other employees who have a significant role in the registrant's internal control over financial reporting.