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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001019687-03-001988.txt : 20030926
<SEC-HEADER>0001019687-03-001988.hdr.sgml : 20030926
<ACCEPTANCE-DATETIME>20030926164113
ACCESSION NUMBER:		0001019687-03-001988
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030826
ITEM INFORMATION:		Changes in control of registrant
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030926

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRANKLIN WIRELESS CORP
		CENTRAL INDEX KEY:			0000722572
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER COMMUNICATIONS EQUIPMENT [3576]
		IRS NUMBER:				953733534
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14891
		FILM NUMBER:		03912922

	BUSINESS ADDRESS:	
		STREET 1:		733 LAKEFIELD RD
		CITY:			WESTLAKE VILLAGE
		STATE:			CA
		ZIP:			91361
		BUSINESS PHONE:		8053738688

	MAIL ADDRESS:	
		STREET 1:		733 LAKEFIELD ROAD
		CITY:			WESTLAKE VILLAGE
		STATE:			CA
		ZIP:			91361

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FRANKLIN TELECOMMUNICATIONS CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ABM COMPUTER SYSTEMS
		DATE OF NAME CHANGE:	19870317

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AUTOMATED BUSINESS MACHINES INC
		DATE OF NAME CHANGE:	19830802
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>franklin_8k-082603.txt
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                         Date of Report: August 26, 2003

                             Franklin Wireless Corp.
             (Exact name of the Company as specified in its charter)

         California                   0-11616                   95-3733534
(State or other jurisdiction       (Commission                (IRS Employer
    of incorporation)               File Number)            Identification No.)

                              733 Lakefield Road,
                       Westlake Village California, 91361
                    (Address of principal executive offices)

              The Company's telephone number, including area code:
                                  805-373-8688

                        Franklin Telecommunications Corp.

          (Former name or former address, if changed since last report)

<PAGE>

Item 1.  Changes in Control of the Company

         As a result of the merger transaction described in Item 2 below, the
former shareholders of Accetio, Inc., a California corporation ("Accetio"),
received 623,644,443 shares of Common Stock of the Company (previously known as
Franklin Telecommunications Corp.), representing 80% of the outstanding shares
after giving effect to the merger. As part of the same transaction, as provided
in the Agreement and Plan of Merger, immediately upon completion of the merger
the former management of Accetio, Inc. designated four persons to the Board of
Directors, O.C. Kim, Nick Lim, Kwang Ho Kim and Jin Yong Lee. Frank Peters, Gary
Rogers and Gary Nelson remain on the Board of Directors.

Item 2.  Acquisition or Disposition of Assets.

         On August 25, 2003, the Company, through a merger, acquired Accetio,
Inc., a California corporation ("Accetio")engaged in the design and manufacture
of wireless telephone equipment. Under the terms of the Agreement and Plan of
Merger, the Company issued 623,644,443 shares of its Common Stock to the
shareholders of Accetio, so that immediately after the merger the former
shareholders of Accetio hold 80% of the outstanding shares of the combined
entity. Each shareholder of Accetio received 34.1743 shares of Common Stock of
the Company for each share of Common Stock of Accetio held by him.

         As part of the transaction, the Company's name was changed from
"Franklin Telecommunications Corp." to "Franklin Wireless Corp."

Item 7.  Financial Statements and Exhibits

         Audited financial statements of Accetio will be filed within sixty days
of the date the initial Report on Form 8-K is required to be filed.

         The following exhibits are filed herewith:

Exhibit No.       Description
- -----------       -----------

2                 Amended and Restated Agreement and Plan of Merger, dated
                  July 31, 2003, between Accetio, Inc. and Franklin
                  Telecommunications Corp.


                                   Signatures

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           Franklin Wireless Corp., a California
                                                 corporation


                                           By: /s/ Frank W. Peters
                                               -----------------------------
                                               Chief Executive Officer

Date:  September 26, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>franklin_8kex2.txt
<TEXT>
<PAGE>

                                                                       Exhibit 2

                          Endorsed-Filed in the Office of the Secretary of State
                                                      of the State of California
                                                                 August 26, 2003
                                               Kevin Shelley, Secretary of State

                               AGREEMENT OF MERGER

         This Agreement of Merger is entered into between Franklin
Telecommunications Corp., a California corporation (the "Surviving
Corporation"), and Accetio, Inc., a California corporation (the "Merging
Corporation").

         1. Merging Corporation shall be merged into Surviving Corporation.

         2. Each outstanding share of Merging Corporation shall be converted to
         34.1743 shares of Surviving Corporation.

         3. The outstanding shares of Surviving Corporation shall remain
         outstanding and are not affected by the merger.

         4. Article I of the Restated Articles of Incorporation of the Surviving
         Corporation shall be amended to read in its entirety as follows:

                  1. The name of the corporation is:

                           Franklin Wireless Corp.

         5. Merging Corporation shall from time to time, as and when requested
         by Surviving Corporation, execute and deliver all such documents and
         instruments and take all such action necessary or desirable to evidence
         or carry out this merger.

         6. The effect of the merger and the effective date of the merger are as
         prescribed by law.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of
August 15, 2003.

                                              Franklin Telecommunications Corp.

                                              By: /s/ Frank W. Peters
                                                  -----------------------------
                                                   President

                                              By:  /s/ Helen West
                                                  -----------------------------
                                                   Secretary



                                              Accetio, Inc.

                                              By:  /s/ O.C. Kim
                                                  -----------------------------
                                                   President

                                              By:  /s/ O.C. Kim
                                                  -----------------------------
                                                   Secretary

<PAGE>

                        FRANKLIN TELECOMMUNICATIONS CORP.
                   OFFICERS' CERTIFICATE OF APPROVAL OF MERGER

The undersigned, Frank Peters and Helen West, do hereby certify that:

         1. They are the President and Secretary, respectively, of Franklin
Telecommunications Corp., a California corporation ("the Company").

         2. The principal terms of the Agreement of Merger in the form attached
to this Certificate providing for the merger of Accetio, Inc., a California
corporation, with and into the Company, were duly approved by the Board of
Directors of the Company.

         3. The authorized capital stock of the Company consists of 900,000,000
shares of Common Stock and 10,000,000 shares of Preferred Stock. There are
155,911,030 shares of Common Stock issued and outstanding and no shares of
Preferred Stock issued or outstanding. The votes of holders of more than fifty
percent (50%) of the outstanding shares of Common Stock of the Company were
required to approve the Agreement of Merger.

         4. The Agreement of Merger was approved by the consent of the holders
of more than fifty percent (50%) of the outstanding shares of Common Stock of
the Company, which vote exceeded the vote required.

         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate as
of August 15, 2003.

                                                  /s/Frank W. Peters
                                                  -----------------------------
                                                  Frank W. Peters, President


                                                  /s/Helen West
                                                  -----------------------------
                                                  Helen West, Secretary

<PAGE>

                                  ACCETIO, INC.

                   OFFICERS' CERTIFICATE OF APPROVAL OF MERGER

         The undersigned, O.C. Kim, does hereby certify that:

         1. He is the President and Secretary of Accetio, Inc., a California
corporation ("Accetio").

         2. The Agreement of Merger in the form attached to this Certificate
providing for the merger of Accetio with and into Franklin Telecommunications
Corp., a California corporation, was duly approved by the Board of Directors of
Accetio.

         3. The authorized capital stock of Accetio consists of 40,000,000
shares of Common Stock and 20,000,000 shares of Preferred Stock. There are
18,248,931 shares of Common Stock outstanding, and no shares of Preferred Stock
outstanding. A vote of more than fifty percent (50%) of the outstanding shares
of Common Stock of Accetio was required to approve the Agreement of Merger.

         4. The Agreement of Merger was approved by the consent of the holders
of more than fifty percent (50%) of the outstanding shares of Common Stock of
Accetio, which vote exceeded the vote required.

         The undersigned declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate as
of August 15, 2003.

                                                  /s/ O.C. Kim
                                                  -----------------------------
                                                  O.C. Kim, President

                                                  /s/ O.C. Kim
                                                  -----------------------------
                                                  O.C. Kim, Secretary

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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