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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001019687-07-000924.txt : 20070622
<SEC-HEADER>0001019687-07-000924.hdr.sgml : 20070622
<ACCEPTANCE-DATETIME>20070402161005
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0001019687-07-000924
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20070402

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRANKLIN WIRELESS CORP
		CENTRAL INDEX KEY:			0000722572
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE & TELEGRAPH APPARATUS [3661]
		IRS NUMBER:				953733534
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		9853 PACIFIC HEIGHTS BLVD #N
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92121
		BUSINESS PHONE:		858-623-0000

	MAIL ADDRESS:	
		STREET 1:		9853 PACIFIC HEIGHTS BLVD #N
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92121

	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>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<Page>

                               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

                                 March 30, 2007



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

                Re:     FRANKLIN WIRELESS CORP.
                        FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 2006
                        FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2006
                        FORM 10-QSB FOR THE QUARTER ENDED DECEMBER 31, 2006
                        (FILE NO. 1-14891)

Dear Ms. Hauber:

      This is in response to your letter of February 22, 2007 concerning the
Annual Report on Form 10-KSB for the year ended June 30, 2006, the Quarterly
Report on Form 10-QSB for the period of three months ended September 30, 2006,
and the Quarterly Report on Form 10-QSB for the period of three months ended
December 31, 2006, of Franklin Wireless Corp.

      Concurrently with this letter, we are filing amendments to each of the
foregoing reports, responsive to your letter. For ease of reference, the numbers
of the following paragraphs correspond to the numbers of the paragraphs of the
staff's letter.

FORM 10-KSB FOR FISCAL YEAR ENDED JUNE 30, 2006

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, PAGE 10
YEAR ENDED JUNE 30, 2005 COMPARED TO YEAR ENDED JUNE 30, 2004, PAGE 14

1. The discussion under the captions "Products and Services" and "Sales and
Marketing" in Item 1 explains the nature of the business, including business
strategy and product offerings. A brief discussion of the business is set forth
under the caption "Business Overview" in the Management's Discussion and
Analysis of Financial Condition and Plan of Operation. However, that discussion
has been revised to delete references to service revenues, as revenues from
services are no longer a material factor in the business. The Management's
Discussion and Analysis of Financial Condition and Plan of Operation has been
revised to describe the changes in the Company's business strategy and products
offered, including concentrating on a different technology platform. The
Management's Discussion and Analysis of Financial Condition and Plan of
Operation comparing 2006 to 2005 has been revised to quantify the amount of
sales in Latin America, and the comparison of 2005 and 2004 has been revised to
explain the nature of the decline in revenues over that period.

ITEM 8A. CONTROLS AND PROCEDURES, PAGE 17

2. We have revised Item 8A of the Form 10-KSB and both 10-QSBs to provide the
information required by Item 308(c) of Regulation S-B.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, PAGE F-2

3. The Company's independent auditors have revised their report in accordance
with this comment.

CONSOLIDATED STATEMENTS OF OPERATIONS, PAGE F-4

4. The basic and diluted earnings per share data have been rounded to the
nearest cent.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, PAGE F-8

5. The sentence concerning services for vertical application companies (in Note
1) has been deleted.



<Page>

NOTE 9 - NOTES PAYABLE TO STOCKHOLDERS, PAGE F-12

6. Your letter asked the Company to explain why it reflected $40,000 as a use of
cash in the statement of cash flows, as this transaction related to two
promissory notes, totaling $40,000, being converted to Common Stock during the
fiscal year ended June 30, 2006. The Company noted that the balance should be
zero and the "Proceeds from issuance of common stock" should be reduced by this
amount. The Statement of Cash Flows has been revised accordingly.

FORM 10-QSB FOR QUARTER ENDED DECEMBER 31, 2006

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, PAGE 12

SIX MONTHS ENDED DECEMBER 31, 2006 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2005, PAGE 15

7. The Management's Discussion and Analysis of Financial Condition and Plan of
Operation has been revised to clarify the nature of the sales recorded during
2005 and why no costs associated with these sales were recorded.

      This is to confirm that the Company is responsible for the adequacy and
accuracy of the disclosure in its filings with the SEC, and that staff comments
or changes to disclosure in response to staff comments in the filings reviewed
by the staff do not foreclose the Commission from taking any action with respect
to the filing. Further, the Company understands that it may not assert staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.


                                        Very truly yours,

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

</TEXT>
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