<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2001

                         COMMISSION FILE NUMBER: 0-23469

                          FRANKLIN FINANCE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   MICHIGAN                            38-3372606
        (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)           (IDENTIFICATION NO.)

                           24725 WEST TWELVE MILE ROAD
                           SOUTHFIELD, MICHIGAN 48034
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)

                                 (248) 358-4710
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 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 ___

THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S SOLE CLASS OF COMMON STOCK
IS 22,077 SHARES, $300 PAR VALUE, AS OF NOVEMBER 13, 2001.



<PAGE>

                          FRANKLIN FINANCE CORPORATION

                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS: PAGE
<S>                                                                                    <C>
   STATEMENTS OF FINANCIAL CONDITION AT SEPTEMBER 30, 2001 (unaudited)
    AND DECEMBER 31, 2000..............................................................  3

   STATEMENTS OF INCOME FOR THE NINE MONTHS AND THREE MONTHS ENDED
    SEPTEMBER 30, 2001 AND 2000 (unaudited)............................................  4

   STATEMENTS OF COMPREHENSIVE INCOME FOR THE NINE MONTHS AND THREE MONTHS
    ENDED SEPTEMBER 30, 2001 AND 2000 (unaudited)......................................  4

   STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30,
    2001 (unaudited) AND FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999................  5

   STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
    AND 2000 (unaudited)...............................................................  6

  NOTES TO FINANCIAL STATEMENTS (unaudited)............................................  7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
   RESULTS OF OPERATIONS...............................................................  9

   COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2001 TO NINE MONTHS
    ENDED SEPTEMBER 30, 2000........................................................... 11

   COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2001 TO THREE MONTHS ENDED
    SEPTEMBER 30, 2000................................................................. 11

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
   RISK................................................................................ 12

                               PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS............................................................. 12

ITEM 2.  CHANGES IN SECURITIES......................................................... 12

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES............................................... 12

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................... 12

ITEM 5.  OTHER INFORMATION............................................................. 12

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.............................................. 12

SIGNATURES............................................................................. 13
</TABLE>

                                       2
<PAGE>

                          FRANKLIN FINANCE CORPORATION
                        STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                                                                            AT
                                                                        -----------------------------------------
                                                                        SEPTEMBER 30, 2001      DECEMBER 31, 2000
                                                                        -----------------------------------------
ASSETS                                                                     (Unaudited)
<S>                                                                     <C>                     <C>
Cash in checking                                                        $           15,525      $          766
Cash in savings                                                                    403,513              11,900
----------------------------------------------------------------------------------------------------------------
Total cash in bank                                                                 419,038              12,666
Loans
  Residential mortgage loans                                                    10,894,522          11,182,480
  Commercial mortgage loans                                                     17,436,313          15,651,784
  Allowance for loan losses                                                        (12,000)            (12,000)
----------------------------------------------------------------------------------------------------------------
Net loans                                                                       28,318,835          26,822,264

Mortgage-backed securities, available for sale                                  13,161,001          15,459,617
Accrued interest - mortgage-backed securities                                       75,719              91,030
Accrued interest - residential mortgage loans                                      110,030              77,035
Accrued interest - commercial mortgage loans                                        76,047              68,475
Due from parent company                                                            697,136             179,899
Prepaid expenses and other assets                                                   17,667              20,552
----------------------------------------------------------------------------------------------------------------
Total assets                                                            $       42,875,473      $   42,731,538
================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

Dividend payable - Common                                               $              -        $    1,046,555
Accrued expenses                                                                   121,627              15,300
----------------------------------------------------------------------------------------------------------------
Total current liabilities                                                          121,627           1,061,855

Shareholders' equity
Common Stock, par value $300.00; 60,000 shares
  authorized, 22,077 shares issued and outstanding                               6,623,100           6,623,100
Preferred Stock, liquidation preference $10.00; 2,500,000 shares
  authorized, 2,070,000 shares issued and outstanding                           20,700,000          20,700,000
Paid in surplus                                                                 14,319,178          14,319,178
Accumulated other comprehensive income                                             180,048              27,405
Retained earnings                                                                  931,520
----------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                                      42,753,846          41,669,683
----------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                              $       42,875,473      $   42,731,538
================================================================================================================
</TABLE>




The Notes to Financial Statements are an integral part of these statements.

                                       3
<PAGE>

                          FRANKLIN FINANCE CORPORATION
                        STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
                                                           NINE MONTHS ENDED               THREE MONTHS ENDED
                                                    ----------------------------------------------------------------
                                                              SEPTEMBER 30,                   SEPTEMBER 30,
                                                          2001            2000            2001            2000
                                                    ----------------------------------------------------------------
<S>                                                 <C>               <C>             <C>             <C>
INTEREST INCOME
Interest on residential loans                       $     647,926     $   660,613     $   213,980     $   211,153
Interest on commercial loans                              998,628         835,714         349,015         287,805
Interest on mortgage-backed securities                    738,961         777,912         238,290         256,960
Interest on money market                                   12,869          35,458           3,424          15,900
--------------------------------------------------------------------------------------------------------------------
Total interest income                                   2,398,384       2,309,697         804,709         771,818
--------------------------------------------------------------------------------------------------------------------

NON INTEREST INCOME
Gain on sale of securities                                126,609                         126,609

NON INTEREST EXPENSE
Advisory fee - paid to parent                              93,749          93,749          31,251          31,251
Loan service fee - paid to parent                          76,517          66,749          30,632          21,181
Other general and administrative                           72,532          49,858          27,300          18,176
--------------------------------------------------------------------------------------------------------------------
Total non interest expense                                242,798         210,356          89,183          70,608
--------------------------------------------------------------------------------------------------------------------
Net income                                              2,282,195       2,099,341         842,135         701,210
====================================================================================================================
Preferred stock dividend                                1,350,675       1,350,675         450,225         450,225
--------------------------------------------------------------------------------------------------------------------
Net income available to common shareholders         $     931,520     $   748,666     $   391,910     $   250,985
====================================================================================================================

EARNINGS PER COMMON SHARE                           $       42.19     $     33.91     $     17.75     $     11.37
</TABLE>


                          FRANKLIN FINANCE CORPORATION
                 STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                   NINE MONTHS ENDED         THREE MONTHS ENDED
                                           -----------------------------------------------------------
                                                     SEPTEMBER 30,               SEPTEMBER 30,
                                                2001           2000          2001           2000
                                           -----------------------------------------------------------
<S>                                        <C>             <C>          <C>            <C>
Net income                                  $ 2,282,195     $2,099,341   $   842,135    $   701,210

Other comprehensive income
  Unrealized gain on securities:
    Unrealized holding gains arising
      during the period                         236,205         49,269       147,457         63,521
  Less:  Reclassification adjustment for
           gains included in net income          83,562                       83,562
------------------------------------------------------------------------------------------------------
Other comprehensive income                      152,643         49,269        63,895         63,521
------------------------------------------------------------------------------------------------------
Comprehensive income                        $ 2,434,838    $ 2,148,610   $   906,030    $   764,731
======================================================================================================
</TABLE>






The Notes to Financial Statements are an integral part of these statements.


                                       4
<PAGE>

                          FRANKLIN FINANCE CORPORATION
                       STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                      ACCUMULATED OTHER
                                             PREFERRED      COMMON          PAID IN     COMPREHENSIVE      RETAINED
                                               STOCK         STOCK          SURPLUS     INCOME (LOSS)      EARNINGS      TOTALS
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>           <C>           <C>                <C>          <C>
BALANCE AT JANUARY 1, 1999                $  20,700,000   $ 6,623,100   $  14,319,178   $     (44,508)   $            $ 41,598,317
Net Income                                                                                                2,467,247      2,467,247
Dividends on 8.70% Noncumulative
  Series A Preferred Shares                                                                              (1,801,447)    (1,801,447)
Dividend on Common Stock ($43.58 per
share)                                                                                                     (666,347)      (666,347)
Change in accumulated other
  comprehensive (loss)                                                                       (193,450)                    (193,450)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1999                 20,700,000     6,623,100      14,319,178        (237,958)                  41,404,320
Net Income                                                                                                2,847,455      2,847,455
Dividends on 8.70% Noncumulative
  Series A Preferred Shares                                                                              (1,800,900)    (1,800,900)
Dividend on Common Stock ($47.40 per
share)                                                                                                   (1,046,555)    (1,046,555)
Change in accumulated other
  comprehensive income (loss)                                                                 265,363                      265,363
------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 2000                 20,700,000     6,623,100      14,319,178          27,405                   41,669,683
Net Income                                                                                                2,282,195      2,282,195
Dividends on 8.70% Noncumulative
  Series A Preferred Shares                                                                              (1,350,675)    (1,350,675)
Change in accumulated other
  comprehensive income                                                                        152,643                      152,643
------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 2001
(unaudited)                               $  20,700,000   $ 6,623,100   $  14,319,178   $     180,048    $  931,520   $ 42,753,846
====================================================================================================================================
</TABLE>


The Notes to Financial Statements are an integral part of these statements.



                                       5
<PAGE>
                          FRANKLIN FINANCE CORPORATION
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   NINE MONTHS ENDED
                                                                             -----------------------------
                                                                                      SEPTEMBER 30,
                                                                                  2001            2000
                                                                             -----------------------------
<S>                                                                          <C>              <C>
OPERATING ACTIVITIES:
Net Income                                                                   $   2,282,195    $ 2,099,341
Adjustments to reconcile net income to cash provided by
operating activities:
  Amortization on securities                                                        18,502        106,917
Gain on sale of available for sale securities, net                                 126,609
Increase in accrued interest receivable                                            (25,256)       (20,704)
(Increase) decrease in due from parent, prepaid expenses and other assets         (500,235)       228,763
Increase in other liabilities                                                       13,575         58,471
----------------------------------------------------------------------------------------------------------
Total adjustments                                                                 (366,805)       373,447
----------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                        1,915,390      2,472,788

INVESTING ACTIVITIES:

Proceeds from maturities and paydowns of mortgage-backed securities              2,384,783      1,250,544
Purchase of residential loans                                                   (2,614,111)    (2,019,624)
Purchase of commercial loans                                                    (4,350,911)    (4,028,874)
Net decrease in loans                                                            5,468,451      3,821,486
----------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                                888,212       (976,468)

FINANCING ACTIVITIES:
Dividends paid on common stock                                                  (1,046,555)      (666,347)
Dividends paid on preferred stock                                               (1,350,675)    (1,350,675)
----------------------------------------------------------------------------------------------------------
Net cash used in financing activities                                           (2,397,230)    (2,017,022)
----------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                               406,372       (520,702)
----------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period                                    12,666        891,711
----------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                   $     419,038    $   371,009
==========================================================================================================
</TABLE>



The Notes to Financial Statements are an integral part of these statements.

                                       6
<PAGE>
                          FRANKLIN FINANCE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The accompanying financial statements of Franklin Finance Corporation (the
"Company") have been prepared in accordance with the instructions for Form 10-Q.
Accordingly, they do not include all information and footnotes necessary for a
fair presentation of financial condition, results of operations and cash flows
in conformity with generally accepted accounting principles. The statements do,
however, include all adjustments (consisting of normal recurring accruals) which
management considers necessary for a fair presentation of the interim periods.

This Form 10-Q is written with the presumption that the users of the interim
financial statements have read or have access to the Company's Annual Report on
Form 10-K, which contains the latest audited financial statements and notes
thereto, together with Management's Discussion and Analysis of Financial
Condition and Results of Operations as of December 31, 2000 and for the year
then ended. Therefore, only material changes in financial condition and results
of operations are discussed in the remainder of Part I.

The results of operations for the nine month period ended September 30, 2001 are
not necessarily indicative of the results to be expected for the year ended
December 31, 2001.

The Statement of Financial Condition as of December 31, 2000 has been derived
from the audited Statement of Financial Condition as of that date.

Franklin Finance Corporation is a Michigan corporation, which was incorporated
on September 25, 1997 and created for the purpose of acquiring and holding real
estate mortgage assets. The Company is a wholly-owned subsidiary of Franklin
Bank, N.A. (the "Bank"), a nationally chartered commercial bank.

On September 25, 1997, the Company was initially capitalized with the issuance
to the Bank of 1,000 shares of the Company's common stock (the "Common Stock"),
$1.00 par value. On December 22, 1997, the Company commenced its operations upon
consummation of an initial public offering of 2,070,000 shares of the Company's
8.70% Noncumulative Preferred Stock, Series A (the "Series A Preferred Shares"),
$10.00 liquidation preference. These offerings, together with a separate capital
contribution of $20.9 million made by the Bank on December 22, 1997, raised net
capital of approximately $41.6 million.

The Company used the proceeds raised from the initial public offering of the
Series A Preferred Shares, the sale of Common Stock to the Bank and the
additional capital contribution to the Company by the Bank to pay the expenses
related to the offering and the formation of the Company and to purchase from
the Bank the Company's initial portfolio of residential and commercial mortgage
loans at their estimated fair value of approximately $41.5 million. Such loans
were recorded in the accompanying balance sheet at their estimated fair values.


NOTE 2 - RESIDENTIAL AND COMMERCIAL MORTGAGE LOANS

Of the residential mortgage loans included in the portfolio, 21.5% and 58.0%
bear interest at fixed rates at September 30, 2001 and 2000, respectively. At
September 30, 2001, the interest rates of the fixed rate residential mortgage
loans included in the portfolio ranged from 6.63% to 9.50% per annum. At
September 30, 2000, these rates ranged from 6.00% to 10.00%. The weighted
average interest rate of the fixed rate residential mortgage loans included in
the portfolio at September 30, 2001 and 2000, respectively, was approximately
7.42% and 7.86% per annum.

Of the residential mortgage loans included in the portfolio, 78.5% and 42.0%
bear interest at adjustable rates at September 30, 2001 and 2000, respectively.
The interest rates on the "adjustable rate mortgages" or "ARMs" contained in the
portfolio are all tied to the one-year Treasury Index ("One-Year ARM") and
adjust periodically. The interest rates of the residential mortgage loans
included in the portfolio that are ARMs ranged from 5.38% to 9.50% per annum at
September 30, 2001. At September 30, 2000, these rates ranged from 6.75% to
9.63%. As of September 30, 2001 and 2000, respectively, the weighted average
current interest rate of the residential mortgage loans included in the
portfolio that are ARMs was approximately 7.53% and 8.15% per annum.


                                       7
<PAGE>

The commercial mortgage loans included in the portfolio generally consist of
retail strip centers, multi-family residential rental properties, warehouse,
industrial and office center properties located in Michigan. The outstanding
principal balances of the commercial mortgage loans included in the portfolio
ranged from $118,798 to $2.0 million as of September 30, 2001, and $125,751 to
$2.1 million as of September 30, 2000.

Of the commercial mortgage loans included in the portfolio at September 30, 2001
and 2000, respectively, 80.4% and 75.8% bear interest at fixed rates. The
interest rates of the fixed rate commercial mortgage loans included in the
portfolio ranged from 7.75% to 9.75% per annum at September 30, 2001 and 7.25%
to 12.00% per annum at September 30, 2000. The weighted average current interest
rate of the commercial mortgage loans included in the portfolio that are fixed
rate loans was 8.52% and 8.95% per annum, as of September 30, 2001 and September
30, 2000, respectively.

Of the commercial mortgage loans included in the portfolio at September 30, 2001
and 2000, respectively, 19.6% and 24.2% bear interest at variable rates which
are typically tied to an index (such as the Bank's Prime Rate or the U.S.
Treasury Index adjusted for a constant maturity of either one year or three
years) and are adjustable periodically. The interest rates borne by the variable
rate commercial mortgage loans included in the portfolio ranged from 6.25% to
7.50% per annum as of September 30, 2001 and 7.75% to 9.75% per annum as of
September 30, 2000. The weighted average yield equaled 7.08% and 8.32% per
annum, at September 30, 2001 and 2000, respectively.


NOTE 3 - FEDERAL HOME LOAN MORTGAGE CORPORATION ("FHLMC") MORTGAGE-BACKED
SECURITIES AND FEDERAL NATIONAL MORTGAGE ASSOCIATION ("FNMA") MORTGAGE-BACKED
SECURITIES

At September 30, 2001 and 2000, the mortgage-backed securities held by the
Company totaled $13.2 million and $15.9 million, respectively. At September 30,
2001, these securities had a weighted average yield of 6.14% and a weighted
average term to maturity of 2.50 years. At September 30, 2000, these securities
had a weighted average yield of 7.19% and a weighted average term to maturity of
2.43 years.


NOTE 4 - PREFERRED STOCK

On December 22, 1997, the Company sold $20.7 million of Series A Preferred
Shares, $10.00 par value and received net cash proceeds of $19.8 million. Cash
dividends on the Series A Preferred Shares are payable quarterly in arrears at
an annual rate of 8.70%. The liquidation value of each Series A Preferred Share
is $10.00 plus accrued and unpaid dividends for the most recent quarter thereon,
if any, to the date of liquidation. The Series A Preferred Shares are not
redeemable until December 22, 2002, and are redeemable thereafter at the option
of the Company. Except under certain circumstances, the holders of the Series A
Preferred Shares have no voting rights. The Series A Preferred Shares are
automatically exchangeable for a new series of preferred stock of the Bank upon
the occurrence of certain events.


NOTE 5 - DIVIDENDS

During both of the nine months ended September 30, 2001 and 2000, the Company's
Board of Directors declared $1,350,675 of preferred stock dividends. To comply
with current IRS regulations, it is expected that common dividends will be
declared in the fourth quarter of 2001.




                                       8
<PAGE>
                                     PART I


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Except for the historical information contained herein, the matters discussed in
this Report may be deemed to be forward-looking statements that involve risk and
uncertainties. Words or phrases "will likely result", "are expected to", "will
continue", "is anticipated", "estimate", "project" or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Factors which could cause
actual results to differ include, but are not limited to, fluctuations in
interest rates, changes in economic conditions in the Bank's market area,
changes in policies by regulatory agencies, the acceptance of new products, the
impact of competitive products and pricing and the other risks detailed from
time to time in the Company's SEC reports. These forward-looking statements
represent the Bank's judgement as of the date of this report. The Bank
disclaims, however, any intent or obligation to update these forward-looking
statements.



FINANCIAL CONDITION


ORGANIZATION

Franklin Finance Corporation is a Michigan corporation incorporated on September
25, 1997, and created for the purpose of acquiring and holding real estate
mortgage assets ("Mortgage Assets"). The Company elected to be treated as a real
estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as
amended (the "Code"), and generally will not be subject to Federal income tax to
the extent that it distributes its earnings to its stockholders and maintains
its qualification as a REIT. All of the shares of the Company's common stock,
par value $300.00 per share (the "Common Stock"), are owned by Franklin Bank,
N.A., a nationally chartered and federally insured national bank (the "Bank").
The Company was formed by the Bank to provide the Bank with a cost- effective
means of raising capital.

The Bank administers the day-to-day activities of the Company in its role as
advisor under an Advisory Agreement. The Bank also services the Company's
Mortgage Assets pursuant to servicing agreements between the Company and the
Bank. These assets represent residential loans, commercial mortgage loans, FHLMC
mortgage-backed securities and FNMA mortgage-backed securities.


LOANS

At September 30, 2001 and December 31, 2000, respectively, the Company had $10.9
million and $11.2 million invested in loans secured by first mortgages or deeds
of trust on single-family residential real estate properties ("Residential
Mortgage Loans"). The $131,080 net decrease from the balance at December 31,
2000, resulted from Residential Mortgage Loan principal collections and
individual loan payoffs. Management intends to continue to reinvest proceeds
received from repayments of loans into additional Residential Mortgage Loans or
residential mortgage-backed securities to be purchased from either the Bank or
its affiliates. See "Results of Operations."

At September 30, 2001 and December 31, 2000, respectively, the Company had $17.4
million and $15.7 million invested in mortgage loans secured by income-producing
properties ("Commercial Mortgage Loans") that consist of retail strip centers,
multi-family residential rental properties, warehouse, industrial and office
center properties located in Michigan. The $1.7 million net increase from the
balance at December 31, 2000, resulted from Commercial Mortgage Loan purchases.
Management intends to continue to reinvest proceeds received from repayments of
loans in additional Commercial Mortgage Loans, or mortgage-backed securities to
be purchased from either the Bank or its affiliates. See "Results of
Operations."

At September 30, 2001 and December 31, 2000, respectively, the Company had no
non-accrual loans (loans contractually past due 90 days or more or with respect
to which other factors indicate that full payment of principal and interest is
unlikely).



                                       9
<PAGE>

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level believed adequate by
management to absorb potential losses in the loan portfolio. Management's
determination of the adequacy of the allowance is based on an evaluation of the
portfolio, past loan loss experience, current economic conditions, volume,
amount and composition of the loan portfolio and other factors. The allowance is
increased by provisions for loan losses which is charged to income and reduced
by net charge-offs. No provisions were deemed necessary during the nine months
ended September 30, 2001 or September 30, 2000.

MORTGAGE-BACKED SECURITIES

At September 30, 2001 and December 31, 2000, the Company had outstanding
principal balances of $13.2 million and $15.5 million, respectively, invested in
FHLMC mortgage-backed securities and FNMA mortgage-backed securities. The $2.3
million net decrease from the balance at December 31, 2000, resulted from
principal collections. These loans are for single family residential loans.
Management intends to invest proceeds received from repayments and maturities of
securities into Residential Mortgage Loans and Commercial Mortgage Loans.

INTEREST RATE RISK

The Company's income consists primarily of interest payments on mortgage loans
and mortgage-backed securities. If there is a decline in interest rates (as
measured by the indices upon which the interest rates of the adjustable rate
mortgage loans are based), then the Company will experience a decrease in income
available to be distributed to its shareholders. Conversely, an increase in
interest rates would cause the Company to experience an increase in interest
income. There can be no assurance that an interest rate environment, in which
there is a significant decline in interest rates, over an extended period of
time, would not adversely affect the Company's ability to pay dividends on the
Series "A" Preferred Shares. Currently, the Company does not use any derivative
products to manage its interest rate risk.


SIGNIFICANT CONCENTRATION OF CREDIT RISK

Concentration of credit risk arises when a number of customers engage in similar
business activities, or activities in the same geographical region, or have
similar economic features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic conditions.
Concentration of credit risk indicates the relative sensitivity of the Company's
performance to both positive and negative developments affecting a particular
industry.

Geographically, the Company's Mortgage Loans generally are concentrated in the
State of Michigan. Geographic concentration of loans may present risks in
addition to those present with respect to mortgage loans generally. All of the
properties underlying the Company's Residential and Commercial Mortgage Loans
included in the current portfolio are located in Michigan. Mortgage Loans
secured by properties located in Michigan may be subject to a greater risk of
default than other comparable mortgage loans in the event of adverse economic,
political or business developments or natural hazards that may affect Michigan
and the ability of borrowers in Michigan to make payments of principal and
interest on such loans. The investments held in the FHLMC and FNMA agency
securities help to offset some of the geographic concentration risk in that the
residential mortgage loans collateralizing the securities are representative of
many geographic areas.


LIQUIDITY AND CAPITAL RESOURCES

The objective of liquidity management is to ensure the availability of
sufficient cash flows to meet all of the Company's financial commitments. In
managing liquidity, the Company takes into account various legal limitations
placed on a REIT as discussed below in "Tax Status of the Company."

The Company's principal liquidity needs are to maintain the current portfolio
size through the acquisition of additional mortgage loans as Mortgage Loans
currently in the portfolio mature or prepay, and to pay dividends on the Series
A Preferred Shares. The acquisition of additional mortgage loans is intended to
be funded with proceeds obtained from repayment of principal balances by the
individual mortgagees. The Company does not have and does not anticipate having
any material capital expenditures.


                                       10
<PAGE>

To the extent that the Board of Directors determines that additional funding is
required, the Company may raise such funds through additional equity offerings,
debt financing or retention of cash flows (after consideration of provisions of
the Code requiring the distribution by a REIT of at least 95% of its "REIT
taxable income" and taking into account taxes that would be imposed on
undistributed income) or a combination of these methods, subject to certain
approvals as described in the Company's organizational documents.



TAX STATUS OF THE COMPANY

The Company has elected to be taxed as a REIT under Sections 856 through 860 of
the Code, commencing with its taxable year ended December 31, 1998. As a REIT,
the Company generally will not be subject to Federal income tax on its net
income (excluding capital gains) provided that it distributes annually 95
percent of its REIT taxable income to its stockholders, and meets certain
organizational, stock ownership and operational requirements. If in any taxable
year the Company fails to qualify as a REIT, the Company would not be allowed a
deduction for distributions to stockholders in computing its taxable income and
would be subject to Federal and state income tax (including any applicable
alternative minimum tax) on its taxable income at regular corporate rates. In
addition, the Company would also be disqualified from treatment as a REIT for
the four taxable years following the year during which qualification was lost.
As of September 30, 2001, the Company believed that it was in compliance with
the REIT tax rules and that it will continue to qualify as a REIT under the
provisions of the Code.

RESULTS OF OPERATIONS

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2000 TO NINE MONTHS ENDED
SEPTEMBER 30, 2000

During the nine-month periods ended September 30, 2001 and September 30, 2000
(the "nine-month period"), the Company reported net income of $2.3 million and
$2.1 million, respectively. Interest income on Residential Mortgage Loans
totaled $647,926 and $660,613 for the nine-month periods, respectively, which
represents an average yield on such loans of 7.85% and 7.79%, respectively.
Interest income on Commercial Mortgage Loans totaled $998,628 and $835,714 for
the nine-month periods, respectively, which represents an average yield on such
loans of 8.43% and 8.60%, respectively. The average loan balance of the
Residential Mortgage Loan portfolio for the nine-month periods was $11.0 million
and $11.3 million, respectively. The average balance of the Commercial Mortgage
Loan portfolio for the nine-month periods was $15.8 million and $13.0 million,
respectively.

Interest income earned on the mortgage-backed investment securities for the
nine-month periods ended September 30, 2001 and September 30, 2000 totaled
$738,961 and $777,912, respectively. The nine-month average yield for September
30, 2001 and September 30, 2000 was 6.83% and 6.33% on an average balance of
$14.6 million and $16.4 million, respectively. Gain on sale of mortgage-backed
investment securities for the nine-month period ended September 30, 2001 and
September 30, 2000 totaled $126,609 and $0, respectively. Management intends to
seek future opportunities which may exist based on prevailing market conditions.

Non interest expenses totaled $242,798 and $210,356 for the nine-month periods
ended September 30, 2001 and September 30, 2000, respectively, and were
comprised of loan servicing fees, advisory fees paid to the Bank, and general
and administrative expenses. Advisory fees paid to the Bank were $93,749 for
each of the nine-month periods ended September 30, 2001 and September 30, 2000.
Loan servicing fees paid to the Bank of $76,517 and $66,749 for the nine-month
periods, respectively, were based on a servicing fee rate of 0.375% of the
outstanding principal balances of the Residential and Commercial Mortgage Loans,
pursuant to the servicing agreements between the Company and the Bank. General
and administrative expenses consist primarily of insurance, single business tax
and outside audit costs.

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2001 TO THREE MONTHS ENDED
SEPTEMBER 30, 2000

During the three-month periods ended September 30, 2001 and September 30, 2000
(the "three-month period"), the Company reported net income of $842,135 and
$701,210, respectively. Interest income on Residential Mortgage Loans totaled
$213,981 and $211,153 for the three-month periods, respectively, which
represents an average yield on such loans of 7.64% and 7.67%, respectively.
Interest income on Commercial Mortgage Loans totaled $349,015 and $287,805 for
the three-month periods, respectively, which represents an average yield on such
loans of 8.31% and 8.36%, respectively. The average loan balance of the
Residential Mortgage Loan portfolio for the three-month periods was $11.2
million and $11.0 million, respectively. The average balance of the Commercial
Mortgage Loan portfolio for the three-month periods was $16.8 million and $13.8
million, respectively.


                                       11
<PAGE>

Interest income earned on the mortgage-backed investment securities for
three-month periods ended September 30, 2001 and September 30, 2000 totaled
$238,290 and $256,960, respectively. The three-month average yield for September
30, 2001 and September 30, 2000 was 6.96% and 6.43% on an average balance of
$13.7 million and $16.0 million, respectively.

Non interest expenses totaled $89,183 and $70,608 for the three-month periods
ended September 30, 2001 and September 30, 2000, respectively, and were
comprised of loan servicing fees and advisory fees paid to the Bank and general
and administrative expenses. Advisory fees paid to the Bank were $31,251 for
each of the three-month periods ended September 30, 2001 and September 30, 2000.
Loan servicing fees paid to the Bank of $30,632 and $21,181 for the three-month
periods, respectively, were based on a servicing fee rate of 0.375% of the
outstanding principal balances of the Residential and Commercial Mortgage Loans,
pursuant to the servicing agreements between the Company and the Bank. General
and administrative expenses consist primarily of insurance, single business tax
and outside audit costs.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not the subject of any material litigation. Neither the Company,
the Bank or any affiliate of the Bank is currently involved in nor, to the
Company's knowledge, is currently threatened with any material litigation with
respect to the Residential Mortgage Loans or Commercial Mortgage Loans included
in the Company's portfolio, which litigation would have a material adverse
effect on the business or operations of the Company.


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

(a) Exhibits required by item 601 of Regulation S-K are set forth below:

NO.      EXHIBIT
 11      Computation of Net Income Per Common Share
 12      Computation of ratio of income to fixed charges and Preferred Stock
         dividend requirements

(b) No reports on Form 8-K were issued during the nine months ended September
30, 2001.


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<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized, in Southfield, Michigan on
November 14, 2001.

                          FRANKLIN FINANCE CORPORATION
                                  (Registrant)


              By:  /s/ David L. Shelp
                   --------------------------------------
                   David L. Shelp
                   Director, President, CEO and CFO
                   (Principal financial and accounting officer)


                                       13
<PAGE>
                                 EXHIBIT INDEX

 NO.       EXHIBIT
 11        Computation of Net Income Per Common Share
 12        Computation of ratio of income to fixed charges and Preferred
           Stock dividend requirements