Franklin Wireless Corp – ‘10-K’ for 6/30/08 – EX-14.1

On:  Friday, 9/26/08, at 10:32am ET   ·   For:  6/30/08   ·   Accession #:  1019687-8-4309   ·   File #:  1-14891

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         46    224K 
 2: EX-10.2     Lease                                                 30    172K 
 3: EX-14.1     Code of Ethics                                         3     13K 
 4: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 5: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 6: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1      7K 
 7: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)     1      7K 

EX-14.1   —   Code of Ethics

EX-14.1
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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                                                                      
------------------------------------                                            
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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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		9/26/08
For Period End:		6/30/08							10-K/A
		5/31/08		3
									List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/28/23  Franklin Wireless Corp.           10-K        6/30/23   69:4.9M                                   GlobalOne Filings Inc/FA
 9/13/22  Franklin Wireless Corp.           10-K        6/30/22   62:4.6M                                   GlobalOne Filings Inc/FA
 9/28/21  Franklin Wireless Corp.           10-K        6/30/21   60:3.5M                                   GlobalOne Filings Inc/FA
 9/18/20  Franklin Wireless Corp.           10-K/A      6/30/20   64:3.6M                                   GlobalOne Filings Inc/FA
 9/17/20  Franklin Wireless Corp.           10-K        6/30/20   63:3.6M                                   GlobalOne Filings Inc/FA