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                               HADDAN & ZEPFEL LLP
                       500 Newport Center Drive, Suite 580
                             Newport Beach, CA 92660
                              (949) 706-6000 (949)
                              706-6060 (facsimile)
                          e-mail: rjz@haddanzepfel.com

                                 January 3, 2007

                                                           By Fax (202) 772-9205
                                                           ---------------------

William Bennett
Securities and Exchange Commission
Station Place
100 F St., NE
Washington, D.C. 20549

      Re:   Franklin Wireless Corp.
            Preliminary Information Statement
            File 1-14891

Dear Mr. Bennett:

         This is to follow up our telephone conversation last week about the
preliminary information statement of Franklin Wireless Corp. (the "Company"),
filed on December 15, 2006. As you may recall, we discussed two issues; first,
disclosure of an existing commitment of the Company to issue shares, and second,
certain circumstances surrounding the execution of the written consent of
shareholders described in the Information Statement.

Information Statement Disclosure
--------------------------------

         We plan to revise the fifth paragraph under the caption "General" to
read as follows:

         The Board of Directors of the Company believes that the Amendment is
         advisable and in the best interests of the Company and its
         shareholders. The Amendment will increase the number of shares
         available for issuance, both to satisfy existing commitments to issue
         Common Stock and for possible future needs. Except for outstanding
         warrants and stock options, the only current obligation of the Company
         to issue shares arises out of a stock subscription by C-Motech Co.,
         Ltd, a Korean corporation, issued in September 2006, to purchase
         44,000,000 shares of Common Stock for $400,000 in cash. The Company
         issued 15,000,000 shares to partially fulfill the subscription, but was
         unable to complete the issuance due to lack of authorized but unissued
         shares. Upon amendment of the Articles of Incorporation to increase the
         number of authorized shares, the Company plans to issue the remaining
         29,000,000 shares of Common Stock to C-Motech Co., Ltd. complete its
         obligations under the Subscription Agreement. The remaining additional
         shares of Common Stock to be authorized may be issued for any proper
         corporate purpose, including acquiring other businesses or technologies
         in exchange for shares, entering into joint venture arrangements with
         other companies in which Common Stock is part of the consideration,
         stock splits or stock dividends, raising capital through the sale of
         Common Stock, and attracting and retaining valuable employees by the
         issuance of stock options or use of stock-based employee benefit plans.


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Securities and Exchange Commission
January 3, 2007
Page 2


Written Consent
---------------

         The purpose of the Information Statement is to describe an action by
written consent executed by a small group of shareholders, who together hold a
majority of the outstanding shares of Common Stock, approving the amendment of
the Articles of Incorporation. You raised the issue of the circumstances
surrounding the execution of the consent, because Rule 14a-3, by its terms,
generally provides that "no solicitation subject to this regulation" may be made
absent compliance with the proxy requirements.

         As a practical matter, any time shareholders of a company whose
securities are registered under Section 12(g) act by written consent there is
some element of "solicitation" involved, unless a single shareholder holds a
majority of the shares. Rule 14c-2, on the use of information statements,
specifically contemplates their use in connection with "the taking of corporate
action by the written authorization or consent of security holders," so some
level of "solicitation" appears to be permissible. Rule14a-2(b) (2) exempts
solicitations made "otherwise than on behalf of the registrant" to ten or fewer
persons; while not directly applicable to our situation, it certainly sets forth
a basis for approaching the situation. Also, of course, consents executed by
members of company management are generally not viewed as resulting from a
solicitation.

         In Franklin's case, the total number of shares consenting was
543,014,627, or 60.53% of the outstanding shares. Of this amount, 388,809,969
shares, or 43.35% of the total outstanding, were held by members of the Board of
Directors or senior management, a total of six individuals (basically, the five
persons appearing on the shareholder table plus Nick Lim, the Senior Vice
President, Technology and Business Development. Other persons consenting were
Hee Joon Kim, a substantial investor in the Company's private offering, with a
total of 31,000,000 shares, or 3.46%, and Myung Hee Joo, also a substantial
investor in an earlier private offering, holding 29,034,445 shares, or 3.24%.
This small group (i.e. management plus two substantial shareholders) accounted
for over 50.05% of the outstanding shares, sufficient to approve the
transaction. In addition, consents were executed by an additional six
shareholders (including immediate family members), bringing the total shares
represented over 60%.

         Since this involved such a small group, almost all of whom are actively
involved in the Company's management, we don't believe the execution of the
written consent was an improper "solicitation." Consistent with Regulation 14C,
the Company should be allowed to continue with the preparation and mailing of
the Information Statement, as revised in accordance with this letter.

         Please don't hesitate to call if you have any questions.


                                                  Very truly yours,

                                                  /s/ Robert J. Zepfel
                                                  ------------------------------
                                                      Robert J. Zepfel

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