-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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<SEC-DOCUMENT>0001019687-08-005119.txt : 20081118
<SEC-HEADER>0001019687-08-005119.hdr.sgml : 20081118
<ACCEPTANCE-DATETIME>20081118164613
ACCESSION NUMBER:		0001019687-08-005119
CONFORMED SUBMISSION TYPE:	10-Q/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20080930
FILED AS OF DATE:		20081118
DATE AS OF CHANGE:		20081118

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:			NV
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		10-Q/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14891
		FILM NUMBER:		081198778

	BUSINESS ADDRESS:	
		STREET 1:		5440 MOREHOUSE DR. #1000
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92121
		BUSINESS PHONE:		858-623-0000

	MAIL ADDRESS:	
		STREET 1:		5440 MOREHOUSE DR. #1000
		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>10-Q/A
<SEQUENCE>1
<FILENAME>franklin_10qa1-093008.txt
<TEXT>
<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO.1


|X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008

                                       OR

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

         FOR THE TRANSITION PERIOD FROM __________ TO __________.

                         COMMISSION FILE NUMBER: 0-11616

                             FRANKLIN WIRELESS CORP.
             (Exact name of Registrant as specified in its charter)

            NEVADA                                              95-3733534
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                          Identification Number)

     5440 MOREHOUSE DRIVE, SUITE 1000,                            92121
         SAN DIEGO, CALIFORNIA                                  (Zip code)
(Address of principal executive offices)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 623-0000


Indicated 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 |_|

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 |_|                  Accelerated filer |_|
Non-accelerated filer |_|                    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|

The Registrant has 13,231,491 shares of common stock outstanding as of November
14, 2008


<PAGE>

                                    PART I.

ITEM 4. CONTROLS AND PROCEDURES.


The Company maintains disclosure controls and procedures as defined under the
Securities Exchange Act of 1934. They are designed to help ensure that material
information is: (1) gathered and communicated to its management, including its
principal executive and financial officers, in a manner that allows for timely
decisions regarding required disclosures; and (2) recorded, processed,
summarized, reported and filed with the SEC as required under the Securities
Exchange Act of 1934 and within the time periods specified by the SEC.

The Company's management, with the participation of its Chief Executive Officer
and Chief Financial Officer, evaluated the effectiveness of the design and
operation of its disclosure controls and procedures as of September 30, 2008.
Based on such evaluation, the Company's Chief Executive Officer and
Chief Financial Officer concluded that its disclosure controls and procedures
were effective as of September 30, 2008.

There were no changes in our internal control over financial reporting during
our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 6. EXHIBITS.

31.1 Certificate of Chief Executive Officer pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002.

31.2 Certificate of Acting Chief Financial Officer pursuant to Section 302 of
     the Sarbanes-Oxley Act of 2002.

32.1 Certificate of Chief Executive Officer pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002

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

<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

                         Franklin Wireless Corp.

                          By: /s/ OC Kim
                              -----------------------------
                              OC Kim
                              President and Acting Chief Financial Officer

Dated: November 18, 2008




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>franklin_ex3101.txt
<TEXT>
<PAGE>

Exhibit 31.1


              CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, OC Kim, President of Franklin Wireless Corp., certify that:

         1) I have reviewed this quarterly report on Form 10-Q of Franklin
Wireless Corp.;

         2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report;

         3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

         4) I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules13a-15(e) and
15d-15(e)) for the registrant and have:

                  a) Designed such disclosure controls and procedures, or caused
         such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrantis made known to us by others within those entities,
         particularly during the period in which this report is being prepared;

                  b) Evaluated the effectiveness of the registrant's disclosure
         controls and procedures and presented in this report my conclusions
         about the effectiveness of the disclosure controls and procedures, as
         of the end of the period covered by this report based on such
         evaluation; and

                  c) Disclosed in this report any change in the registrant's
         internal control over financial reporting that occurred during the
         registrant's most recent fiscal quarter (the registrant's fourth fiscal
         quarter in the case of an annual report) that has materially affected,
         or is reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

         5) I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant's auditors and
the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):

                  a) All significant deficiencies and material weaknesses in the
         design or operation of internal control over financial reporting which
         are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information;
         and

                  b) Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal control over financial reporting.

/s/ OC KIM
- ----------
OC Kim
President
November 18, 2008




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>franklin_ex3102.txt
<TEXT>
<PAGE>


Exhibit 31.2


           CERTIFICATION OF ACTING CHIEF FINANCIAL OFFICER PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, OC Kim, Acting Chief Financial Officer of Franklin Wireless Corp., certify
that:

         1) I have reviewed this quarterly report on Form 10-Q of Franklin
Wireless Corp.;

         2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report;

         3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

         4) I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules13a-15(e) and
15d-15(e)) for the registrant and have:

                  a) Designed such disclosure controls and procedures, or caused
         such disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant is made known to us by others within those entities,
         particularly during the period in which this report is being prepared;

                  b) Evaluated the effectiveness of the registrant's disclosure
         controls and procedures and presented in this report my conclusions
         about the effectiveness of the disclosure controls and procedures, as
         of the end of the period covered by this report based on such
         evaluation; and

                  c) Disclosed in this report any change in the registrant's
         internal control over financial reporting that occurred during the
         registrant's most recent fiscal quarter (the registrant's fourth fiscal
         quarter in the case of an annual report) that has materially affected,
         or is reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

         5) I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant's auditors and
the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):

                  a) All significant deficiencies and material weaknesses in the
         design or operation of internal control over financial reporting which
         are reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

                  b) Any fraud, whether or not material, that involves
         management or other employees who have a significant role in the
         registrant's internal control over financial reporting.

/s/ OC KIM
- ----------
OC Kim
Acting Chief Financial Officer
November 18, 2008





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>franklin_ex3201.txt
<TEXT>
<PAGE>


Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Franklin Wireless Corp. (the
"Company") on Form 10-Q for the three months ended September 30, 2008 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, OC Kim, President of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:

                  (1) The Report fully complies with the requirements of section
         13(a) or 15(d) of the Securities Exchange Act of 1934; and

                  (2) The information contained in the Report fairly presents,
         in all material respects, the financial condition and result of
         operations of the Company.


/s/ OC KIM
- ----------
OC Kim
President
November 18, 2008

A signed copy of this written statement required by section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>5
<FILENAME>franklin_ex3202.txt
<TEXT>
<PAGE>

Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Franklin Wireless Corp. (the
"Company") on Form 10-Q for the three months ended September 30, 2008 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, OC Kim, Acting Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that to my knowledge:

                  (1) The Report fully complies with the requirements of section
         13(a) or 15(d) of the Securities Exchange Act of 1934; and

                  (2) The information contained in the Report fairly presents,
         in all material respects, the financial condition and result of
         operations of the Company.

 /s/ OC KIM
 ----------
 OC Kim
 Acting Chief Financial Officer
 November 18, 2008

A signed copy of this written statement required by section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.





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