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EXHIBIT 14.1

                             FRANKLIN WIRELESS CORP.
                             -----------------------
                                 Code of Ethics

         The Board of Directors of FRANKLIN WIRELESS CORP (the "Company") has
adopted this Code of Ethics for its chief executive officer and all senior
financial personnel, including the chief financial officer, principal accounting
officer, controller and other personnel performing similar functions (the
"Company Officers").

         This Code has been reasonably designed to deter wrongdoing and to
promote:

               o   Honest and ethical conduct, including the ethical handling of
                   actual or apparent conflicts of interest between personal and
                   professional relationships;

               o   Full, fair, accurate, timely, and understandable disclosure
                   in reports and documents that are filed with the Securities
                   and Exchange Commission and in other public communications;

               o   Compliance with applicable governmental laws, rules and
                   regulations;

               o   The prompt internal reporting to an appropriate person or
                   persons identified in this Code of violations of this Code;
                   and

               o Accountability for adherence to this Code.

1. Honest and Ethical Conduct

         The Company Officers are expected to act and perform their duties
ethically and honestly. Honest conduct is considered to be conduct that is free
from fraud or deception. Ethical conduct is considered to be conduct conforming
to accepted professional standards of conduct. Ethical conduct includes the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships, as discussed below.

II. Conflicts of Interest

         A conflict of interest exists where the interests or benefits of one
person or entity conflict or appear to conflict with the interests or benefits
of the Company. While it is not possible to describe every situation in which a
conflict of interest may arise, Company Officers must never use or attempt to
use their position with Company to obtain improper personal benefits. Any
Company Officer who is aware of a conflict of interest, or is concerned that a
conflict might develop, is required to discuss the matter with a higher level of
management or the Chief Financial Officer promptly. Company Officers may, in
addition to speaking with the Chief Financial Officer, also discuss the matter
with any member of the Audit Committee of the Board of Directors.




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III. Disclosure

         Company Officers are responsible for ensuring that the disclosure in
the Company's periodic reports is full and accurate. In doing so, they should
take such action as is reasonably appropriate to (i) establish and comply with
disclosure controls and procedures and accounting and financial controls that
are designed to ensure that material information relating to Company is made
known to them; (ii) confirm that the Company's periodic reports comply with the
requirements of the Securities Exchange Act of 1934; and (iii) ensure that
information contained in the Company's periodic reports fairly presents in all
material respects its financial condition and results of operations.

         Company Officers may not knowingly (i) make materially false or
misleading entries in its financial statements or records; (ii) fail to correct
materially false and misleading financial statements or records; (iii) sign a
document containing materially false and misleading information; or (iv) falsely
respond, or fail to respond, to specific inquiries of its independent auditors
or legal counsel.

IV. Internal Reporting

         Company Officers shall take all appropriate action to stop any known
misconduct by fellow Company Officers that violate this Code. To this end,
Company Officers should report any known or suspected misconduct to the Chief
Financial Officer or to the Chair of the Company's Audit Committee.

V. Accountability

         Any violation of this Code may result in disciplinary action, including
termination, and legal proceedings. This Code is a statement of certain
principles, policies and procedures that govern the Company Officers in the
conduct of the Company's business and is not intended to create any rights in
any employee, customer, supplier, competitor, shareholder or any other person or
entity.

VI. Waivers and Amendments of the Code

         The Company is committed to continuously reviewing and updating its
policies and procedures. Therefore, this Code is subject to modification. Any
amendment or waiver of any provision of this Code must be approved in writing by
the Board of Directors and promptly disclosed pursuant to applicable laws and
regulations.


    Agreed and accepted by

/s/ OC Kim
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OC Kim, President
Date:


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/s/ David Lee
------------------------------------
David Lee, Chief Operating Officer
Date:    06/01/2008


/s/ Nick Lim
------------------------------------
Nick Lim, EVP of Technology
Date:



/s/ Carrie Choi
------------------------------------
Carrie Choi, Accounting Manager
Date:    May 31, 2008


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