UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





AMENDMENT NO. 2 TO


FORM 10-K








x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For fiscal year ended June 30, 2010





OR





 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from ___________ to ___________.





Commission file number: 0-11616





FRANKLIN WIRELESS CORP.


(Exact name of Registrant as specified in its charter)


Nevada

(State or other jurisdiction of  incorporation or organization)

95-3733534

(I.R.S. Employer Identification Number)5440 Morehouse Drive, Suite 1000,

San Diego, California

(Address of principal executive offices)

92121

(Zip code)





Securities registered pursuant to Section 12(b) of the Act: None





Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share





Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ̈  No x





Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ̈  No x





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 o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer   o

Accelerated filer   o

Non-accelerated filer   o

Smaller reporting company  x





Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ̈  No x




EXPLANATORY NOTE





On April 28, 2011 Registrant received a letter from the Securities and Exchange Commission (the "SEC") regarding Amendment No.1 to our Form 10-K for the year ended June 30, 2010. We have responded to the SEC's comments to our Form 10-K (the "Original Report") in this Amendment No. 2 (the "Amendment"). The purpose of the Amendment is to amend and restate Item 9A, Controls and Procedures, in its entirety.




The disclosures in this Amendment continue to speak as of the date of the Original Report, and do not reflect events occurring after the filing of the Original Report, except as specifically noted. Accordingly, this Amendment should be read in conjunction with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Report, including any amendments to those filings. The filing of this Amendment shall not be deemed to be an admission that the Original Report, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.























ITEM 9A. CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of  Franklin’s management, including our President (the chief executive officer) and Acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) 15d-15(e). Based upon that evaluation, our President and Acting Chief Financial Officer concluded that our disclosure controls and procedures were not effective in enabling the Company to record, process, summarize and report information required to be included in the Company’s periodic SEC filings within the required time period.





The conclusion that our disclosure controls and procedures were not effective was based on the fact that our Annual Report on Form 10-K for the year ended June 30, 2010, when initially filed, did not include several required items, including (i) a statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting, (ii) an identification of the framework used by management to evaluate the effectiveness of internal control over financial reporting, (iii) an assessment by management of the effectiveness of internal control over financial reporting,  and (iv) a statement concerning the lack of an attestation report from Franklin’s independent certified public accountants.





Management has remedied the deficiency in filing by including these items in Amendment No. 1 to the Annual Report on Form 10-K, filed on April 20, 2011. In addition, management has modified its disclosure controls and procedures to ensure more comprehensive internal and external review of its 1934 Act reports, including comparison of the form and substance of the reports to the specific requirements of the applicable forms established under the Securities Exchange Act of 1934.





Management’s Report on Internal Control over Financial Reporting





Management is responsible for establishing and maintaining adequate internal control over financial reporting for Franklin. Franklin’s internal control system was designed to provide reasonable assurance to its management and board of directors regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States (GAAP).





Management recognizes its responsibility for fostering a strong ethical climate so that the Company's affairs are conducted according to the highest standards of personal and corporate conduct.





The Company's internal control over financial reporting includes those policies and procedures that:





•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;





•

provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Board of Directors of the Company;





•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements; and





•

provide reasonable assurance as to the detection of fraud.





Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changing conditions, effectiveness of internal control over financial reporting may vary over time. The Company's processes contain self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.





Management has assessed the effectiveness of Franklin’s internal control over financial reporting as of June 30, 2010, based on the criteria for effective internal control described in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that the Company's internal control over financial reporting was effective as of  June 30, 2010.





As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, smaller reporting companies are not required to provide an attestation report of their registered public accounting firm regarding internal control over financial reporting. Thus, this annual report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.











Changes in Internal Control over Financial Reporting





There were no changes in Franklin’s internal controls over financial reporting that occurred during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES





(b) Exhibits





31 Certificate of Chief Executive Officer and Acting Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





32 Certificate of Chief Executive Officer and Acting Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





SIGNATURES





In accordance with Section 13 of 15(d) of the Exchange Act, the registrant caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.




Franklin Wireless Corp.By:
/s/ OC KIMOC Kim, PresidentDated: May 12, 2011




Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Signature

Title

Date(1) Principal Executive, Financial and Accounting Officer/s/ OC KIM

President, Acting Chief Financial Officer and a Director

May 12, 2011OC Kim(3) Directors/s/ GARY NELSON

Chairman of the Board of Directors

May 12, 2011Gary Nelson/s/ JOON WON JYOUNG

Director

May 12, 2011Joon Won Jyoung/s/ JOHNATHAN CHEE

Director

May 12, 2011Johnathan Chee