U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





o QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For
      the
      quarter ended September 30, 2007





o TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the
      transition period from _____ to _____





Commission
      File Number: 000-52150





FRANKLIN
      TOWERS ENTERPRISES, INC.


(Exact
      name of small business issuer as specified in its charter)





Nevada
              (State
                of incorporation)
            20-4069588
              (IRS
                Employer ID Number)





5
      Ash
      Drive


Center
      Barnstead, New Hampshire 03225


(Address
      of principal executive offices)





(702)
      966-0436


(Issuer's
      telephone number)




________________________________________________________________


(Former
      name, former address and former fiscal year, if changed since last
      report)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. YES x NO
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


YES  ̈ NO x





As
      of
      November 19, 2007, the issuer had 38,250,000 shares of common stock and
      5,000,000 shares of Series A Convertible Preferred Stock issued and outstanding.




Transitional
      Small Business Format Yes oNo x









**TABLE
      OF CONTENTS**





**PART
                I - FINANCIAL INFORMATION**Item
                1. Financial Statements
            
            
            3Item
                2. Management’s Discussion and Analysis of Financial
                Condition
            
            
            17Item
                3. Control and Procedures
            
            
            20**PART
                II - OTHER INFORMATION**Item
                1. Legal Proceedings
            
            
            20Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            
            21Item
                3. Defaults Upon Senior Securities
            
            
            21Item
                4. Submission of Matters to a Vote of Security Holders
            
            
            21Item
                5. Other Information
            
            
            21Item
                6. Exhibits
            
            
            21Signatures
            
            
            22





2




**PART
      I**


**FINANCIAL
      INFORMATION**





**Item
      1.**  **Financial
      Statements.**




FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 CONDENSED
        CONSOLIDATED BALANCE SHEET
 SEPTEMBER
        30, 2007
 (Unaudited)
 
 ASSETSCurrent
                  Assets:Cash
                  and Cash Equivalents
              
              $
              3,220,138Inventories
              
              
              620,734Prepaid
                  Expenses
              
              
              33,754Total
                  Current Assets
              
              
              3,874,626Property
                  and Equipment, Net
              
              
              348,159Other
                  Assets:Deferred
                  Financing Costs, Net
              
              
              374,531Total
                  Assets
              
              $
              4,597,316LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCurrent
                  Liabilities:Convertible
                  Note Payable, Net of Unamortized Discounts of $1,072,914
              
              $
              27,086Notes
                  Payable - Others
              
              
              20,000Accounts
                  Payable
              
              
              35,099Accrued
                  Expenses
              
              
              119,215Customer
                  Deposits
              
              
              10,707Loans
                  Payable - Related Parties
              
              
              459,624Total
                  Current Liabilities
              
              
              671,731Long-Term
                  Debt:Convertible
                  Notes Payable, Net of Unamortized Discounts of $2,145,827
              
              
              54,173Total
                  Liabilities
              
              
              725,904Commitments
                  and ContingenciesStockholders’
                  Equity:Preferred
                  Stock, $.001 par value; 5,000,000 shares authorized,
                  5,000,000shares
                  issued and outstanding; liquidation preference, $.01 per
                  share
              
              
              5,000Common
                  Stock, $.0001 par value; 1,250,000,000 shares authorized,38,250,000
                  shares issued and outstanding
              
              
              3,825Additional
                  Paid-In Capital
              
              
              17,573,075Deferred
                  Finance Costs, Net
              
              
              (
                  3,879,301
              )Accumulated
                  Deficit
              
              
              (
                  9,874,048
              )Accumulated
                  Other Comprehensive Income
              
              
              42,861Total
                  Stockholders’ Equity
              
              
              3,871,412Total
                  Liabilities and Stockholders’ Equity
              
              $
              4,597,316
 
 The
        accompanying notes are an integral part of these financial
        statements.
  3
 
 FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 CONDENSED
        CONSOLIDATED STATEMENT OF OPERATIONS
 (Unaudited)
 For
                  the Nine Months Ended September 30, 2007
              
              For
                  the Three Months Ended September 30, 2007Sales
                  - Net
              
              $
              346,947
              
              $
              346,947Cost
                  of Sales
              
              
              324,066
              
              
              324,066Gross
                  Profit
              
              
              22,881
              
              
              22,881Operating
                  Expenses:Consulting
                  Fees
              
              
              9,483,499
              
              
              9,483,499Professional
                  Fees
              
              
              136,928
              
              
              41,880Other
                  General and Administrative Expenses
              
              
              42,444
              
              
              31,745Depreciation
                  and Amortization
              
              
              949
              
              
              716Total
                  Operating Expenses
              
              
              9,663,820
              
              
              9,557,840Loss
                  from Operations
              
              
              (9,640,939
              )
              
              (9,534,959
              )Other
                  Income (Expense):Interest
                  Income
              
              
              532
              
              
              20Interest
                  Expense
              
              
              (17,006
              )
              
              (16,910
              )Amortization
                  of Debt Discount
              
              
              (81,259
              )
              
              (81,259
              )Amortization
                  of Deferred Finance Costs
              
              
              (105,904
              )
              
              (105,904
              )Total
                  Other Income (Expense)
              
              
              (203,637
              )
              
              (204,053
              )Net
                  Loss
              
              $
              (9,844,576
              )
              $
              (9,739,012
              )Net
                  Loss per Common Share (Basic)
              
              $
              (.32
              )
              $
              (.30
              )Weighted
                  Average Common Shares Outstanding (Basic)
              
              
              30,836,081
              
              
              31,989,130Proforma
                  Loss per Common Share
              
              $
              (.19
              )
              $
              (.11
              )Proforma
                  Weighted Average Common Shares Outstanding
              
              
              51,373,223
              
              
              84,869,130
  The
        accompanying notes are an integral part of these financial
        statements.
 
 4
  FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 CONDENSED
        CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
 FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2007
 (Unaudited)
 Preferred
                      Stock
                  
                  Common
                      Stock
                  
                  Additional
                      Paid-In
                  
                  Deferred
                      Finance
                  
                  Accumulated
                  
                  Accumulated
                      Other ComprehensiveShares
                  
                  Amount
                  
                  Shares
                  
                  Amount
                  
                  Capital
                  
                  Costs
                  
                  Deficit
                  
                  Income
                  
                  TotalBalance
                      - January 1, 2007
                  
                  
                  -
                  
                  $
                  -
                  
                  
                  30,250,000
                  
                  $
                  3,025
                  
                  $
                  91,475
                  
                  $
                  -
                  
                  $
                  (
                      118,863
                  )
                  $
                  -
                  
                  $
                  (
                      24,363
                  )Issuance
                      of Preferred Stock in Connection with Recapitalization
                  
                  
                  5,000,000
                  
                  
                  5,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (
                      5,000
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Effect
                      of Recapitalization
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  1,010,164
                  
                  
                  -
                  
                  
                  89,391
                  
                  
                  1,132
                  
                  
                  1,100,687Debt
                      Discount Recorded in Connection with Issuance of Convertible
                      Notes
                      Payable
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  3,300,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  3,300,000Issuance
                      of Common Stock for Services
                  
                  
                  -
                  
                  
                  -
                  
                  
                  8,000,000
                  
                  
                  800
                  
                  
                  9,199,200
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  9,200,000Issuance
                      of Common Stock Purchase Warrants as Finder’s Fees in Connection with
                      Convertible Notes Payable
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  3,977,236
                  
                  
                  (3,977,236
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  -Amortization
                      of Deferred Finance Costs
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  97,935
                  
                  
                  -
                  
                  
                  -
                  
                  
                  97,935Comprehensive
                      Income (Loss):Net
                      (Loss) for the Nine Months Ended September 30, 2007
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (9,844,576
                  )
                  
                  -
                  
                  
                  (9,844,576
                  )Foreign
                      Currency Translation Adjustment
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  41,729
                  
                  
                  41,729Total
                      Comprehensive Loss
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (9,802,847
                  )Balance
                      - September 30, 2007
                  
                  
                  5,000,000
                  
                  $
                  5,000
                  
                  
                  38,250,000
                  
                  $
                  3,825
                  
                  $
                  17,573,075
                  
                  $
                  (3,879,301
                  )
                  $
                  (9,874,048
                  )
                  $
                  42,861
                  
                  $
                  3,871,412
 The
        accompanying notes are an integral part of these financial
        statements.
 
 5
 
 FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 CONDENSED
        CONSOLIDATED STATEMENT OF CASH FLOWS
 FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2007
 (Unaudited)
 Cash
                    Flows from Operating Activities:Net
                    Loss
                
                $
                (9,844,576
                )Adjustments
                    to Reconcile Net Loss to Net Cash Usedin
                    Operating Activities:Depreciation
                    Expense
                
                
                14,483Common
                    Stock Issued for Services
                
                
                9,200,000Amortization
                    of Deferred Finance Costs
                
                
                105,904Amortization
                    of Debt Discount
                
                
                81,259Changes
                    in Assets and Liabilities:(Increase)
                    in Inventories
                
                
                (620,734
                )(Increase)
                    in Prepaid Expenses
                
                
                (33,754
                )Increase
                    in Accounts Payable and Accrued Expenses
                
                
                112,949Increase
                    in Customer Deposits
                
                
                10,707Net
                    Cash (Used) in Operating Activities
                
                
                (973,762
                )Cash
                    Flows from Investing Activities:Capital
                    Expenditures
                
                
                (361,262
                )Net
                    Cash (Used) in Investing Activities
                
                
                (361,262
                )Cash
                    Flows from Financing Activities:Proceeds
                    of Additional Paid-In Capital
                
                
                768,600Net
                    Cash of Business Acquired
                
                
                (2,552
                )Proceeds
                    of Loans- Related Party
                
                
                445,462Proceeds
                    from Issuance of Convertible Notes Payable
                
                
                3,300,000Finance
                    Costs Related to Issuance of Convertible Debt
                
                
                (382,500
                )Net
                    Cash Provided by Financing Activities
                
                
                4,129,010Effect
                    of Exchange Rate Changes on Cash
                
                
                41,729Net
                    Change in Cash and Cash Equivalents
                
                
                2,835,715Cash
                    and Cash Equivalents - Beginning of Period
                
                
                384,423Cash
                    and Cash Equivalents - End of Period
                
                $
                3,220,138
 
 The
        accompanying notes are an integral part of these financial
        statements.
  6
 
 FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 CONDENSED
        CONSOLIDATED STATEMENT OF CASH FLOWS
 FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2007
 (Unaudited)
 (Continued)
 Supplemental
                    Disclosures of Cash Flow Information:Interest
                    Paid
                
                $
                -Income
                    Taxes Paid
                
                $
                -Supplemental
                    Disclosures of Non-Cash Investing and Financing
                    Activities:Preferred
                    Stock Issued in Connection with Recapitalization
                
                $
                5,000Common
                    Stock Purchase Warrants Issued for Deferred Finance Costs
                
                $
                3,977,236Debt
                    Discount Recorded in Connection with Issuance of Convertible
                    Notes
                    Payable
                
                $
                3,300,000
 The
        accompanying notes are an integral part of these financial
        statements.
  7
 
 FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
        1
        -  Description
        of Business and Basis of Presentation
 
 Basis
        of Presentation
 
 In
        the
        opinion of the Company’s management, the accompanying unaudited condensed
        consolidated financial statements contain all adjustments (consisting of
        only
        normal recurring adjustments) necessary to present fairly the information
        set
        forth therein. These financial statements are condensed and therefore do
        not
        include all of the information and footnotes required by accounting principles
        generally accepted in the United States of America for complete financial
        statements.
 
 Results
        of operations for interim periods are not necessarily indicative of the results
        of operations for a full year.
 
 Organization
 
 Franklin
        Towers Enterprises, Inc *.* (“Franklin”) was incorporated on March 23, 2006 under the laws of the State of
        Nevada. Franklin originally intended to engage in the manufacture, processing
        and distribution of frozen Pan Asian food.
 
 On
        June
        19, 2007, Franklin entered into a Share Purchase Agreement with the shareholders
        of Chongqing Qiluo Textile Co. Ltd., a limited liability company organized
        under
        the laws of the People’s Republic of China (“Qiluo”), whereby Franklin agreed to
        acquire 100% of the issued and outstanding registered capital of Qiluo for
        consideration of 5,000,000 shares of Franklin’s Series A Convertible Preferred
        Stock (convertible into 52,880,000 shares of common stock) (See Note 7).
        Upon
        consummation of such purchase, Qiluo became a wholly-owned subsidiary of
        Franklin. Through our subsidiary, Qiluo, we will focus on the production
        and
        sale of raw silk.
 
 The
        acquisition is accounted for as a “reverse acquisition”, since the stockholders
        of Qiluo owned a majority of Franklin’s common stock immediately following the
        transaction. Qiluo is treated as the continuing entity although Franklin
        is the
        legal acquirer. Consequently, the consolidated financial statements include
        the
        assets and liabilities of Qiluo and Franklin (collectively, the “Company”),
        historical operations of Qiluo, and operations of Qiluo and Franklin from
        the
        date of the acquisition.
 
 Qiluo
        was
        incorporated on December 15, 2006, under the name “Chongqing Qiluo Industry
        Ltd.” under the laws of the People’s Republic of China with the purpose of
        engaging in the manufacture and sale of silk and silk products. The Company
        started test production at the end of June 2007 and commenced operations
        during
        the quarter ended September 30, 2007.
 
 Principles
        of Consolidation
 
 The
        accompanying consolidated financial statements included the accounts of Franklin
        (Parent) and its wholly owned subsidiary Qiluo. All significant intercompany
        accounts and transactions have been eliminated in
        consolidation.
  8
  FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
        2
        - Summary
        of Significant Accounting Policies
 
 Use
        of
        Estimates
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those
        estimates.
 
 Cash
        and Cash Equivalents
 
 The
        Company considers all highly liquid investments purchased with a maturity
        of
        three months or less to be cash equivalents.
 
 Fair
        Value of Financial Instruments
 
 The
        carrying amounts of the Company’s cash, accounts receivable, accounts payable,
        and notes and loans payable approximate fair value because of the immediate
        or
        short-term maturity of these financial instruments.
 
 Inventories
 
 Inventories are stated
        at the lower of cost (first-in, first out method) or market.
 
 Property
        and Equipment
 
 Property
        and equipment is stated at cost. Depreciation is computed using the
        straight-line method over the estimated useful lives of the related
        assets.
 
 Revenue
        Recognition
 
 The
        Company has not generated any revenue to date. For revenue from product sales,
        the Company will recognize revenue in accordance with Staff Accounting Bulletin
        No. 104, “Revenue Recognition” (“SAB No. 104”), which superseded Staff
        Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB
        No. 101”). SAB No. 104 requires that four basic criteria must be met before
        revenue can be recognized: (1) persuasive evidence of an arrangement exists,
        (2)
        delivery has occurred; (3) the selling price is fixed and determinable; and
        (4)
        collectibility is reasonably assured. Determination of criteria (3) and (4)
        are
        based on management’s judgment regarding the fixed nature of the selling prices
        of the products delivered and the collectibility of those amounts. Provisions
        for discounts and rebates to customers, estimated returns and allowances,
        and
        other adjustments will be provided for in the same period the related sales
        are
        recorded.
 
 Advertising
        Costs
 
 Advertising
        costs are expensed as incurred. The Company did not incur any advertising
        costs
        for the quarter ended September 30, 2007.
  9
  FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
        2
        - Summary
        of Significant Accounting Policies (Continued)
 
 Income
        Taxes
 
 The
        Company accounts for income taxes using the asset and liability method described
        in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to
        establish deferred tax assets and liabilities for the temporary differences
        between the financial reporting and the tax bases of the Company’s assets and
        liabilities at enacted tax rates expected to be in effect when such amounts
        are
        realized or settled. A valuation allowance related to deferred tax assets
        is
        recorded when it is more likely than not that some portion or all of the
        deferred tax assets will not be realized.
 
 No
        provision has been made for corporation income taxes due to the current loss.
        In
        addition, no future tax benefit has been calculated. According to the tax
        regulations of China, the amount of loss that will carry over to the next
        tax
        period should be assessed and approved by the tax regulation agency. The
        maximum
        carry over period is five years.
 
 Foreign
        Currency Translation
 
 The
        financial statements of the Company are translated pursuant to Statement
        of
        Financial Accounting Standards (SFAS) No. 52 - “Foreign Currency Translation.”
Qiluo is located and operated in China. The Chinese Yuan is the functional
        currency. The financial statements of Qiluo is translated to U.S. dollars
        using
        quarter-end rates of exchange for assets and liabilities, and average rates
        of
        exchange for revenues, costs and expenses. Translation gains and losses are
        deferred and recorded in accumulated other comprehensive income as a component
        of stockholders’ equity.
 
 Net
        Loss Per Common Share
 
 Loss
        per
        share is computed by dividing net loss by the weighted average number of
        common
        shares outstanding during the period. The common stock issued and outstanding
        with respect to the pre-merger Franklin stockholders has been included since
        March 23, 2006. Diluted loss per common share is the same as basic loss per
        share, as the effect of potentially dilutive securities (convertible
        debt-3,300,000 shares, and warrants-30,360,000) at September 30, 2007 are
        anti-dilutive.
 
 Proforma
        loss per share is computed similarly to basic loss per share except that
        it
        includes the potential dilution that could occur if the 5,000,000 Series
        A
        Convertible Preferred Stock issued and outstanding at September 30, 2007
        were
        converted into 52,880,000 shares of Franklin common stock.
 
 Recently
        Issued Accounting Pronouncements
 
 In
        July
        2006, the Financial Accounting Standards Board issued FASB Interpretation
        No.
        48, “Accounting for Uncertainty in Income Taxes” (“Interpretation No. 48”).
        Interpretation No. 48 clarifies the accounting for uncertainty in income
        taxes
        recognized in an enterprise’s financial statements in accordance with SFAS No.
        109, “Accounting for Income Taxes.” Interpretation No. 48 prescribes a
        recognition threshold and measurement attribute for the financial statement
        recognition and measurement of a tax position taken or expected to be taken
        in a
        tax return. Interpretation No. 48 also provides guidance on derecognition,
        classification, interest and penalties, accounting in interim periods,
        disclosure and transition. Interpretation No. 48 is effective beginning January
        1, 2007. The Company believes that the adoption of Interpretation No. 48
        will
        not have a material impact on its financial statements.
 
 Reclassifications
 
 Certain
        items in these condensed consolidated financial statements have been
        reclassified to conform to the current period presentation.
  10
  FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
        3
        - Inventories
 
 Inventories consist of the following:
  Raw
                  Materials
              
              $
              182,744Work-in-Process
              
              
              197,910Finished
                  Goods
              
              
              230,801Packaging
                  Materials & Supplies
              
              
              9,279$
              620,734
  NOTE
        4
        - Property
        and Equipment
 
 Property
        and equipment is summarized as follows:
  Estimated
                Useful
                  Life
              
              CostMachinery
              
              
              7
              
              $
              314,684Computers
              
              
              3
              
              
              3,342Office
                  equipment
              
              
              5
              
              
              4,072Furniture
                  and Fixtures
              
              
              7
              
              
              13,191362,289Less:
                  Accumulated Depreciation
              
              
              
              
              
              14,130$
              348,159
 
 Depreciation
        expense was $14,130 for the nine months ended September 30, 2007, of which,
        $101
        was eliminated to additional paid in capital in connection with the
        recapitalization.
 
 NOTE
        5
        - Loans
        Payable - Related Parties
 
 Due
        to
        related parties represents advances made to the Company by its significant
        stockholder and officers. Advances amounting to $459,624 are payable on demand
        and bear no interest. Loans from the Company’s officers in the amount of $12,233
        bear interest at 8% per annum. As of September 30, 2007, the accrued interest
        payable was in the amount of $1,058.
 
 NOTE
        6
        - Notes
        Payable
 
 The
        Company borrowed $20,000 from two individuals. Each of these loans, $10,000
        each, with a borrowing line of up to $20,000, bears the interest at 8% per
        annum. The principal and interest is due on April 24, 2008. As of September
        30,
        2007 the accrued interest totaled $2,279.
  11
  FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
        7
        - Convertible
        Debt
 
 On
        September 12, 2007 the Company entered into Subscription Agreements (the
        "Subscription Agreements") with 11 investors ("Purchasers"), for the purchase
        and sale of $3,300,000 of Secured Convertible Promissory Notes of the Company
        (the “Notes”) for the aggregate purchase price of $3,300,000 (the “Note
        Financing”). The Company received net proceeds from the issuance of the Notes of
        $2,917,500. Pursuant to the terms of the Subscription Agreement, the Company
        also issued to the Purchasers warrants to purchase up to 26,400,000 shares
        of
        common stock of the Company, subject to adjustments for certain issuances
        and
        transactions.
 
 The
        Notes
        bear interest at the rate of 10% per annum, payable in either (a) cash equal
        to
        115% of 5.55% of the initial principal amount or (b) absent any event of
        default, in shares of the Company’s common stock at the lesser of (i) $1.00 per
        share or (ii) 80% of the average of the closing bid prices of the Company’s
        common stock for the 20 trading days preceding the payment date. Said payments
        commence on March 12, 2008 and all accrued but unpaid interest and any other
        amounts due thereon is due and payable on September 12, 2009, or earlier
        upon
        acceleration following an event of default, as defined in the Notes.
  All
        principal and accrued interest on the Notes is convertible into shares of
        the
        Company’s common stock at the election of the Purchasers at any time at the
        conversion price of $1.00 per share, subject to adjustment for certain
        issuances, transactions or events that would result in “full ratchet” protection
        to the holders.
  The
        Notes
        contain default events which, if triggered and not timely cured (if curable),
        will result in a default interest rate of 15% per annum. The Notes also contain
        full ratchet antidilution provisions with respect to certain securities
        issuances, including the issuances of stock for less than $.25 per share.
        In
        addition, the Company has to pay the Purchasers an additional amount principal
        plus accrued interest if the Company is no longer listed on the Bulletin
        Board
        or sells substantially all of its assets.
 
 As
        part
        of the financing, the Company also issued to each Purchaser an aggregate
        of
        13,200,000 Class A Common Stock Purchase Warrants and 13,200,000 Class B
        Common
        Stock Purchase Warrants. The Class A Warrants are exercisable at a price
        of
        $0.50 per share at any time until the fifth anniversary from the date the
        Registration Statement is declared effective by the Securities and Exchange
        Commission (“the Expiration Date”) and the Class B Warrants are exercisable at a
        price of $1 per share at any time until the Expiration Date. The warrants
        include a cashless exercise provision which is triggered after March 12,
        2008 as
        well as “full ratchet” antidilution provisions with respect to certain
        securities issuances.
  The
        option of each Purchaser, conversion of the Notes, or exercise of the Warrants,
        is subject to the restriction that such conversion or exercise, does not
        result
        in the Purchaser beneficially owning at any one time more that 4.99% of the
        Company’s outstanding shares of common stock.
 
 Payment
        of the Notes along with the Company’s other obligations to the Purchasers is
        secured by all the assets of the Company and of its wholly-owned subsidiary
        Chongqinq Qiluo Textile Co. Inc., a limited liability company organized under
        the laws of the People’s Republic of China (“Qiluo”). Such obligations are also
        secured by a guaranty and pledge of the 17,100,000 shares of the Company’s
        common stock held by Xinshengxiang Industrial Development Co.,
        Ltd.
  12
  FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
        7
        - Convertible
        Debt (Continued)
 
 In
        connection with the transaction, the Company agreed to prepare and file with
        the
        Securities and Exchange Commission within 60 days following the closing a
        registration statement on Form SB-2 for the purpose of registering for resale
        all of the shares of common stock underlying the Notes, If the Company fails
        to
        file such registration statement within such time, or if the registration
        statement is not declared effective within 120 days from September 16, 2007,
        the
        Company must pay monthly liquidated damages in cash equal to 2% of the principal
        amount of the Notes and purchase price of the Warrants. The Purchasers were
        also
        granted standard piggyback registration rights along with certain demand
        registration rights.
 
 In
        connection with the convertible debt, the Company recorded deferred finance
        costs of $4,359,736. Such deferred finance costs are being amortized over
        the
        life of the related debt. The Company also recorded a deferred debt discount
        in
        the amount of $3,300,000 to reflect the beneficial conversion feature of
        the
        convertible debt and the value of the warrants. The beneficial conversion
        feature was recorded pursuant to Emerging Issues Task Force (“EITF”) 00-27:
“Application of EITF No. 98-5, *Accounting
        for Convertible Securities with Beneficial Conversion Features or Contingently
        Adjustable Conversion Ratios* ,
        to
        Certain Convertible Instruments”. In accordance with EITF 00-27, the Company
        evaluated the value of the beneficial conversion feature and recorded this
        amount ($424,953) as a reduction to the carrying amount of the convertible
        debt
        and as an addition to paid-in capital. Additionally, the fair value of the
        warrants ($2,875,047) was calculated and recorded as a further reduction
        to the
        carrying amount of the convertible debt and as addition to paid-in capital.
 
 The
        Company is amortizing the discounts over the term of the debt. Amortization
        of
        the debt discount and deferred finance costs was $81,259 and $105,904 for
        the
        quarter ended September 30, 2007.
 
 NOTE
        8
        - Stockholders’
        Equity and Share Purchase Agreement
 
 Effective
        April 23, 2007 the Company amended its articles of incorporation for the
        purpose
        of effecting a two and a half for one (2.5 for 1) forward stock split of
        its
        common stock. In addition, the authorized common stock of the Company was
        increased from 500,000,000 shares, $.001 par value to 1,250,000,000 shares,
        $.0001 par value. All share and per share data have been given retroactive
        effect to reflect this recapitalization.
 
 On
        June
        19, 2007, Franklin entered into a Share Purchase Agreement (the “Share Purchase
        Agreement”) with the following persons: Chongqing Qiluo Textile Co. Ltd., a
        limited liability company organized under the laws of the People’s Republic of
        China (“Qiluo”); Xinshengxiang Industrial Development Co., Ltd., a limited
        liability company organized under the laws of the People’s Republic of China
        (“Xinshengxiang”); Mr. Dingliang Kuang (“Dingliang”); and Ms. Yue Kuang (“Yue,”
and together with Xinshengxiang and Dingliang, the "Qiluo Shareholders").
        Pursuant to the Share Purchase Agreement, Franklin agreed to acquire Qiluo
        at a
        closing held simultaneously therewith by purchasing from the Qiluo Shareholders
        all of their respective shares of Qiluo’s registered capital, which represent
        100% of the issued and outstanding registered capital stock of Qiluo. Upon
        the
        consummation of such purchase, Qiluo became a wholly-owned subsidiary of
        Franklin. In consideration therefor, Franklin agreed to issue to the Qiluo
        Shareholders an aggregate of 5,000,000 shares of Franklin’s Series A Convertible
        Preferred Stock (convertible into 52,880,000 shares of common stock), which
        were
        allocated between the Qiluo Shareholders as follows: 4,750,000 shares to
        Xinshengxiang; 125,000 shares to Dingliang; and 125,000 shares to Yue. Each
        share of Series A Convertible Preferred Stock is convertible, at the option
        of
        the holder thereof, into 10.576 of Franklin's common stock.
  13
  FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
        8
        - Stockholders’
        Equity and Share Purchase Agreement (Continued)
 
 In
        connection with the foregoing transaction, on June 19, 2007, Kelly Fan, the
        President, Chief Executive Officer, Treasurer, and Director of Franklin,
        sold to
        the Qiluo Shareholders 18,000,000 shares of the common stock of Franklin
        which
        were issued and outstanding and held by Ms. Fan. Such shares were allocated
        between the Qiluo Shareholders as follows: 17,100,000 shares to Xinshengxiang
        Industrial Development Co., Ltd.; 450,000 shares to Dingliang Kuang; and
        450,000
        shares to Yue Kuang.
 
 As
        a
        result of the foregoing transactions: (a), Xinshengxiang Industrial Development
        Co., Ltd. holds approximately 81% of the total combined voting power of all
        classes of Franklin’s capital stock entitled to vote. (b) Diangliang Kuang is
        the principal owner and manager of Xinshengxiang Industrial Development Co.,
        Ltd. and thus has voting, investment, and dispositive control over the shares
        of
        Franklin’s capital stock owned by Xinshengxiang Industrial Development Co., Ltd.
        Accordingly, Mr. Kuang is also deemed to be the indirect beneficial owner
        the
        shares of Franklin’s capital stock owned by Xinshengxiang Industrial Development
        Co., Ltd. Mr. Kuang thus directly and indirectly (by Xinshengxiang Industrial
        Development Co., Ltd.) holds approximately 83% of the total combined voting
        power of all classes of Franklin’s capital stock entitled to vote. (c) Yue
        Kuang, who is the sister of Diangliang Kuang, directly holds approximately
        2% of
        the total combined voting power of all classes of Franklin’s capital stock
        entitled to vote.
 
 In
        September 2007 the Company agreed to issue an aggregate of 8,000,000 shares
        of
        common stock valued at $9,200,000 to Bonsai Venture Partners, Ltd., a British
        Virgin Islands limited company in consideration, amongst other things, for
        introducing potential investors to the Company and for consulting services
        rendered in connection with the September 2007 private placement.
 
 Warrants
 
 A
        summary
        of the status of the Company’s warrants is presented below:
 Number
                    of Warrants
                
                Weighted
                    Average Exercise PriceOutstanding,
                    January 1, 2007
                
                
                -
                
                $
                -Issued,
                    Class A Warrants
                
                
                13,200,000
                
                
                .50Issued,
                    Class B Warrants
                
                
                13,200,000
                
                
                1.00Issued,
                    Finder’s Fees Warrants
                
                
                3,960,000
                
                $
                .25Outstanding,
                    September 30, 2007
                
                
                30,360,000
                
                $
                .68
 
 Warrants
        outstanding and exercisable by price range as of September 30, 2007 were
        as
        follows:
 Warrants
                    Outstanding
                
                Warrants
                    ExercisableRange
                    of
                
                Number
                    Outstanding
                
                Weighted
                    Average Remaining Contractual Life in Years*
                
                Weighted
                    Average Exercise Price
                
                Number
                    Exercisable
                
                Weighted
                    Average Exercise Price$0.25
                
                
                3,960,000
                
                
                5.0
                
                $
                0.25
                
                
                3,960,000
                
                $
                0.25$0.50
                
                
                13,200,000
                
                
                5.0
                
                
                0.50
                
                
                13,200,000
                
                $
                0.50$1.00
                
                
                13,200,000
                
                
                5.0
                
                
                1.00
                
                
                13,200,000
                
                $
                1.0030,360,000
                
                
                
                
                $
                0.68
                
                
                30,360,000
                
                $
                0.68
  *
        Warrants expire 5 years after effective date of registration statement which
        has
        not yet been filed.
  14
  FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
        9
        - Preferred
        Stock
 
 On
        June
        18, 2007, we designated a series of Preferred Stock known as the “Series A
        Convertible Preferred Stock” (the “Series A Preferred Stock”) by filing a
        Certificate of Designation with the Secretary of State of Nevada. The number
        of
        shares constituting such Series A Preferred Stock was designated to be 5,000,000
        shares, par value $0.001 per share. Pursuant to the Certificate of Designation,
        the principal rights, preferences, powers, limitations and restrictions of
        the
        Series A Preferred Stock are as follows:
 
 Each
        share of Series A Preferred Stock is convertible, at the option of the holder
        thereof, without payment of additional consideration, 10.576 shares of the
        Company’s common stock. Holders of Series A Preferred Stock shall be entitled to
        vote, together with holders of common stock as a single class, on all matters
        upon which stockholders of the Company are entitled to vote, with each share
        of
        Series A Preferred Stock having one vote. The Series A Preferred Stock shall
        rank senior to the common stock. In the event of any liquidation, dissolution
        or
        winding up of the Company, the holders of Series A Preferred Stock shall
        be
        entitled to receive, prior and in preference to any distribution of any of
        the
        assets of the Company to the holders of the common stock of the Company and
        any
        other issue of stock, should there be any, by reason of their ownership thereof,
        an amount per share equal to $0.01 per each share of Series A Preferred Stock
        owned by such shareholder plus any declared and unpaid dividends on the Series
        A
        Preferred Stock.
 
 NOTE
        10
        - Concentration
        of Credit Risk
 
 Financial
        instruments that potentially subject the Company to significant concentrations
        of credit risk consist principally of cash and cash equivalents. The Company
        maintains cash balances at financial institutions which exceed the Federal
        Deposit Insurance Corporation limit of $100,000 at times during the year.
        As of
        September 30, 2007 the Company’s cash balance in US dollar bank accounts was
        $2,198,428.
 
 In
        addition the Company maintains cash balances in various banks in China.
        Currently, no deposit insurance system has been set up in China. Therefore,
        the
        Company will bear a risk if any of these banks become insolvent. As of September
        30, 2007, the Company’s uninsured cash balance was approximately
        $761,000.
 
 The
        financial position and results of operations of the Company’s subsidiary are
        recorded in Chinese Yuan. Therefore, exchange rate fluctuations could affect
        the
        profitability of the subsidiary when translated to US dollars.
  15
  FRANKLIN
        TOWERS ENTERPRISES, INC. AND SUBSIDIARY
 NOTES
        TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
        11
        - Commitments
        and Contingencies
 
 On
        January 28, 2007, the Company signed a twenty (20) year lease with
        Xinshengxiang, a related party, see Note 7, for the use of a factory building
        located in Fulin, Chongqing. The lease commenced on March 1, 2007 and calls
        for
        annual base rent of $26,963 plus other occupancy costs.
 
 Future
        minimum rentals are as follows:
 Year
                    Ending December 31,
                
                Future
                    Minimum Rent Payments US Dollars2007
                
                $
                6,7412008
                
                
                26,9632009
                
                
                26,9632010
                
                
                26,9632011
                
                
                26,9632012
                
                
                26,963Thereafter
                
                
                381,979Total
                
                $
                523,535
  16


**Item
      2.**  **Management’s
      Discussion and Analysis or Plan of Operations.**





As
      used
      in this Form 10-QSB, references to the “Franklin”, “Company,” “we,” “our” or
“us” refer to Franklin Towers Enterprises, Inc., unless the context otherwise
      indicates.





This
      Management’s Discussion and Analysis or Plan of Operation should be read in
      conjunction with the financial statements and the notes thereto.





**Forward-Looking
      Statements**





This
      quarterly report on Form 10-QSB contains forward-looking statements that involve
      risks and uncertainties. These include statements about our expectations,
      beliefs, intentions or strategies for the future, which we indicate by words
      or
      phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,”
“the Company believes,” “management believes” and similar language. The
      forward-looking statements involve numerous risks and uncertainties, including
      the “Risk Factors” discussed in our annual report on Form 10-KSB for the year
      ended December 31, 2006, which was filed with the Securities and Exchange
      Commission (the “SEC”) on April 16, 2007. Our actual results could differ
      significantly from those in the forward-looking statements included in this
      quarterly report. Except as required by law, including the federal securities
      laws, we assume no obligation to update the forward-looking statements included
      in this quarterly report. Statements contained in this Form 10-QSB that are
      not
      historical facts are forward-looking statements that are subject to the "safe
      harbor" created by the Private Securities Litigation Reform Act of
      1995.





**Critical
      Accounting Policies**





Certain
      of our accounting policies are particularly important to the portrayal and
      understanding of our financial position and results of operations and require
      us
      to apply significant judgment in their application. As a result, these policies
      are subject to an inherent degree of uncertainty. In applying these policies,
      we
      use our judgment in making certain assumption and estimates. Our critical
      accounting policies are described in our Annual Reports on Form 10-KSB and
      Form
      10-KSB/A for the year ended December 31, 2006. There have been no material
      changes to our critical accounting policies as of and for the three months
      ended
      September 30, 2007.





**History**





Franklin
      was incorporated on March 23, 2006 in the State of Nevada. Prior to our
      acquisition of Chongqing Qiluo Textile Co. Ltd. (“Qiluo”), as disclosed in the
      Company’s Current Report on Form 8-K filed with the SEC on June 20, 2007,
      Franklin intended to engage in the manufacture, processing, and distribution
      of
      frozen Pan Asian foods. Franklin has not generated any revenue to date and
      its
      operations have been limited to organizational, start-up, and fund raising
      activities.




17





On
      July
      20, 2006, the SEC declared effective Franklin’s Registration Statement on Form
      SB-2 (Commission File No. 333-135199) relating to the primary offering by
      Franklin of up to 4,000,000 shares of our common stock at a purchase price
      equal
      to $0.025 per share. Such offering commenced on July 1, 2006 and was terminated
      and concluded on September 25, 2006. Franklin sold all 4,000,000 shares of
      common stock offered in such offering and raised gross proceeds of $100,000.
      Franklin incurred offering costs of $16,000, and net proceeds amounted to
      $84,000. $70,000 of the proceeds were utilized to engage consultants in areas
      including culinary cuisine, research and development, equipment, development
      of
      a marketing plan, food samples and web site development.





On
      April
      23, 2007, Franklin amended its Articles of Incorporation for the purposes of
      implementing a two and a half for one (2 1⁄2 for 1) forward stock split and
      increasing its authorized shares of common stock on a corresponding basis.
      As a
      result of such forward stock split, shares of common stock held by each holder
      of record on April 23, 2007 were automatically split at the rate of two and
      a
      half for one (2 1⁄2 for 1), so that each pre-split share of the Corporation was
      equal to two and a half post-split shares without any further action on the
      part
      of the shareholders.





On
      June
      18, 2007, Franklin authorized and created a series of preferred stock,
      designated as the “Series A Convertible Preferred Stock” (the “Series A
      Preferred Stock”), consisting of 5,000,000 shares. Each share of Series A
      Preferred Stock is convertible, at the option of the holder thereof, into 10.576
      shares of Franklin's common stock. The holders of shares of Series A Preferred
      Stock are entitled to vote together with the holders of the common stock, as
      a
      single class, upon all matters submitted to holders of common stock for a vote.
      Each share of Series A Preferred Stock will carry a number of votes equal to
      the
      number of shares of common stock issuable as if converted at the record date.
      The Series A Preferred Stock shall rank senior to the common stock. In the
      event of any liquidation, dissolution or winding up of Franklin, the holders
      of
      Series A Preferred Stock shall be entitled to receive, prior and in preference
      to any distribution of any of the assets of Franklin to the holders of the
      common stock of Franklin and any other issue of stock, should there be any,
      by
      reason of their ownership thereof, an amount per share equal to $0.01 per each
      share of Series A Convertible Preferred Stock owned by such shareholder plus
      any
      declared and unpaid dividends on the Series A Convertible Preferred Stock.





On
      June
      19, 2007, Franklin acquired Qiluo by purchasing all of the issued and
      outstanding shares of registered capital of Qiluo. In exchange therefor,
      Franklin issued to the shareholders of Qiluo an aggregate of 5,000,000 shares
      of
      Franklin’s Series A Convertible Preferred Stock, which is convertible into
      52,880,000 shares of common stock.





Since
      its
      acquisition of Qiluo, Franklin no longer intends to engage in the manufacture,
      processing, and distribution of frozen Pan Asian foods. Instead, it will focus
      on the production and sale of raw silk.





On
      September 10, 2007, Franklin authorized the issuance of 8,000,000 shares of
      common stock to Bonsai Venture Partners, Ltd., a limited company organized
      under
      the laws of the British Virgin Island, in consideration, amongst other things,
      for introducing the potential investors to the company and for consulting
      services rendered in connection with the September 2007 private
      placement.




**Overview**





Through,
      Qiluo, we are currently engaged in the production and sale of raw silk. During
      the nine months ended September 30, 2007, we produced approximately 100,000
      tons
      of raw silk and generated approximately $347,000 in net sales and
      gross profits of approximately $23,000.




18





**Plan
      of Operation**





Qiluo
      commenced operation in August and during the nine months ended September 30,
      2007. Qiluo currently has 12 silk reeling machines, of which 8 are in full
      operation. We anticipate that the remaining 4 reeling machines, which are
      currently being assembled, are likely to start production in early January
      2008.





Qiluo
      currently has 306 employees, all of whom are employed on a full time basis.
      Our
      employees have no long term commitments to the Company. All employees are
      employed pursuant to standard employment agreement, which sets forth the terms
      of the employment, duties, compensation, and other such matters, In addition,
      all of our employees are required to sign our standard confidentiality
      agreement, pursuant to which they agree to maintain the confidentiality of
      all
      proprietary information of our company. We do not believe that any of these
      are
      material to our business operation.





Through
      Qiluo, we are contemplating the acquisition of various other silk worm farms
      and/or existing manufacturing facilities. Should these initiatives move forward,
      we believe that we will have sufficient funds available to proceed with the
      acquisitions.




19





**Liquidity
      and Capital Resources**





As
      of
      September 30, 2007, we had $3,200,000 in cash. These funds were primarlily
      generated from the purchase and sale of our secured convertible promissory
      notes
      to a total 11 accredited investors.





In
      September 2007, we entered into subscription agreements with 11 accredited
      investors for the purchase and sale of $3,300,000 of secured convertible
      promissory notes. The Company received net proceeds of $2,917,500.




We
      believe that our cash on hand will be sufficient for our operations for the
      next
      12 months.





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements.





**Item
      3.**  **Controls
      and Procedures.**





**Evaluation
      of Disclosure Controls and Procedures**





Our
      disclosure controls and procedures are designed to ensure that information
      required to be disclosed in reports that we file or submit under the Securities
      Exchange Act of 1934 is recorded, processed, summarized and reported within
      the
      time periods specified in the rules and forms of the United States Securities
      and Exchange Commission. Our principal executive and financial officer has
      reviewed the effectiveness of our "disclosure controls and procedures" (as
      defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
      within the end of the period covered by this Quarterly Report on Form 10-QSB
      and
      has concluded that the disclosure controls and procedures are effective to
      ensure that material information relating to the Company is recorded, processed,
      summarized, and reported in a timely manner. There were no significant changes
      in our internal controls or in other factors that could significantly affect
      these controls subsequent to the last day they were evaluated by our principal
      executive and financial officer.





**Changes
      in Internal Controls over Financial Reporting**





There
      have been no changes in the Company's internal control over financial reporting
      during the last quarterly period covered by this report that have materially
      affected, or are reasonably likely to materially affect, the Company's internal
      control over financial reporting.





**PART
      II**


**OTHER
      INFORMATION**





**Item
      1.**  **Legal
      Proceedings.**





There
      are
      no pending legal proceedings to which the Company is a party or in which any
      director, officer or affiliate of the Company, any owner of record or
      beneficially of more than 5% of any class of voting securities of the Company,
      or security holder is a party adverse to the Company or has a material interest
      adverse to the Company. The Company’s property is not the subject of any pending
      legal proceedings.




20





**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds.**





**Unregistered
      Sales of Equity Securities**





Other
      than the sales of unregistered equity securities previously disclosed in the
      Company’s Current Report of Form 8-K filed with the SEC on September 18, 2007
      and September 25, 2007, there were no other such sales during the quarter ended
      September 30, 2007.





**Item
      3.**  **Defaults
      Upon Senior Securities.**





None.





**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders.**





There
      was
      no matter submitted to a vote of security holders during the fiscal quarter
      ended September 30, 2007.





**Item
      5.**  **Other
      Information.**





**Item
      6.**  **Exhibits**





Exhibit
                No.
            
            Description31.1
            
            Rule
                13a-14(a)/15d14(a) Certifications of Kelly Fan, the President, Chief
                Executive Officer, Treasurer, and Director (Attached
                Hereto)31.2
            
            Rule
                13a-14(a)/15d14(a) Certifications of Patricia E. Dowell, the Secretary
                (Attached Hereto)32.1
            
            Section
                1350 Certifications of Kelly Fan, the President, Chief Executive
                Officer,
                Treasurer, and Director (Attached Hereto)32.2
            
            Section
                1350 Certifications of Patricia E. Dowell, the Secretary (Attached
                Hereto)





21




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this quarterly report on Form 10-QSB to be signed on its behalf
      by
      the undersigned thereunto duly authorized.


FRANKLIN
                TOWERS ENTERPRISES, INC.Date: November
                19, 2007
            By:
            /s/ Kelly
                FanName:
                Kelly Fan
              Title:
                President, Chief Executive Officer,
              Treasurer,
                and Director
              (Principal
                Executive, Financial, and
              Accounting
                Officer)




Date: November19,
                2007
            By:
            /s/ Patricia
              E. DowellName:
                Patricia E. Dowell
              Title:
                Secretary




22