Franklin Wireless Corp – ‘PRER14A’ on 1/26/07

On:  Friday, 1/26/07, at 7:08pm ET   ·   As of:  1/29/07   ·   Accession #:  1019687-7-207   ·   File #:  1-14891

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Revised Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Solicitation Material        8     38K 

Document Table of Contents

PRER14A
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SCHEDULE 14A                                                                    

 INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A

 Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:

[X]  Preliminary proxy statement                                                
[ ]  Confidential, for use of the Commission Only                               
(as permitted by Rule 14a-6(e)(2))                                    
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material under RULE 14A-12                                      

 Franklin Wireless Corp.
----------------------------------------------------
(Name of the Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(iv) and 0-11

 (1) Title of each class of securities to which transaction applies:

 (2) Aggregate number of securities to which transactions applies:

(3) Per unit price of other underlying value of transaction computed
 pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

 (5) Total fee paid:

 [ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously. Identify the previous filing by registration statement number, or   
the form or schedule and the date of its filing.                                

 (1) Amount Previously Paid:

 (2) Form, Schedule or Registration Statement No.:

 (3) Filing Party:

 (4) Date Filed:

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 FRANKLIN WIRELESS CORP.
9823 PACIFIC HEIGHTS BLVD. SUITE J
 SAN DIEGO, CA 92121

To the Shareholders of Franklin Wireless Corp.:                                 

On behalf of the Board of Directors of Franklin Wireless Corp. (the 
"Company"), I am writing to you to solicit your consent to a proposed amendment 
of the Articles of Incorporation of the Company to increase the authorized      
shares of Common Stock the Company from 900,000,000 to 1,200,000,000.           

      The Board of Directors has fixed the close of business on January 22, 2007
as the record date for the determination of shareholders entitled to consent to 
the proposal, and has set March 31, 2007 as the deadline for receipt of         
consents. You are asked to vote, sign, date, and return the enclosed Consent.   

BY ORDER OF THE BOARD OF DIRECTORS                                              

/s/ OC Kim                                                                      
----------                                                                      
OC Kim                                                                          
President                                                                       

San Diego, CA                                                                   
January __, 2007                                                                

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 FRANKLIN WIRELESS CORP.
9823 PACIFIC HEIGHTS BLVD. SUITE J
 SAN DIEGO, CA 92121

----------------------------

 PROXY STATEMENT

----------------------------

SOLICITATION OF CONSENTS

   This Proxy Statement is being furnished to the shareholders of Franklin
Wireless Corp., a California corporation (the "Company"), in connection with the
solicitation by the Board of Directors of the Company (the "Board of Directors")
of consents from holders of outstanding shares of the Company's common stock,   
$0.001 par value (the "Common Stock"), with respect to a proposed amendment of  
the Articles of Incorporation of the Company to increase the authorized shares  
of Common Stock the Company from 900,000,000 to 1,200,000,000 (the "Proposal.") 

  The Proposal is set forth in the form of a Consent of Shareholder (the
"Consent") delivered herewith. This Proxy Statement and the accompanying form of
Consent are first being mailed to shareholders of the Company on or about       
January , 2007. The Company will bear all costs and expenses relating to the    
solicitation of Consents, including the costs of preparing, printing and mailing
to shareholders this Proxy Statement and accompanying materials. In addition to 
the solicitation of Consents by mail, the directors, officers and employees of  
the Company, without receiving additional compensation therefor, may solicit    
Consents personally or by telephone, facsimile transmission, or email.          
Arrangements will be made with brokerage firms and other custodians, nominees   
and fiduciaries representing beneficial owners of shares of the Common Stock for
the forwarding of solicitation materials to such beneficial owners, and the     
Company will reimburse such brokerage firms, custodians, nominees and           
fiduciaries for reasonable expenses incurred by them in doing so.               

VOTING

RECORD DATE                                                                     

      The Board of Directors has fixed the close of business on January 22, 2007
as the record date for determination of shareholders entitled to consent to, or 
withhold consent from, the Proposal (the "Record Date"). As of the Record Date, 
there were issued and outstanding 897,040,050 shares of Common Stock. The       
holders of record of the shares of Common Stock on the Record Date are entitled 
to cast one vote per share on the Proposal. Accordingly, 897,040,050 votes are  
entitled to be cast on the Proposal.                                            

CONSENT                                                                         

     With respect to the Proposal, a shareholder who has executed and returned
a Consent may revoke it at any time prior to the time that the Company has      
received enough Consents to approve the Proposal by filing with the Secretary of
the Company, at the address first set forth above, a written notice of          
revocation bearing a later date than the Consent being revoked. After enough    
Consents have been received in order to approve the Proposal, any Consents      
approving the Proposal shall thereafter be irrevocable. The failure to sign and 
return the Consent will have the same effect as a vote against the Proposal. All
Consents must be received by March 31, 2007.                                    

REQUIRED VOTE                                                                   

    The Proposal will be approved, in accordance with California law and the
Articles of Incorporation of the Company, if shares representing a majority of  
the outstanding shares of Common Stock consent to such Proposal. Abstentions and
broker non-votes will have the effect of being considered as votes cast against 
the Proposal.                                                                   

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The Board has approved the Proposal and recommended approval of the 
Proposal to the shareholders. If the Proposal is approved, the officers would be
authorized to file a Certificate of Amendment to the Articles of Incorporation  
increasing the authorized shares of Common Stock.                               

PREVIOUS SOLICITATION OF CONSENTS                                               

         In early January of 2007 the Company delivered Consents relating to the
Proposal to certain shareholders, including members of the Board of Directors   
(including investment funds associated with members of the Board of Directors), 
executive officers and a small group of shareholders. These shareholders, as a  
group, own slightly more than a majority of the outstanding shares of Common    
Stock, and the Company received signed consents from each of these shareholders.

        Following the execution of these consents, the Company determined that
it should have prepared and filed proxy materials with the Securities and       
Exchange Commission prior to the solicitation of the Consents, as several of the
shareholders solicited are not closely involved with the management and         
operation of the Company. As a result, the solicitation may have been in        
violation of Section 14 of the Securities Exchange Act of 1934, as amended, as  
well as Rule 10b-5 under the Securities Act of 1933, as amended. The Company    
destroyed the consents so received, filed proxy materials with the Securities   
and Exchange Commission, and is now in the process of soliciting consents from  
all shareholders, including those who previously consented. The members of the  
Board of Directors (including investment funds associated with members of the   
Board of Directors) and executive officers who previously executed Consents have
advised us that they intend to execute the form of Consent accompanying this    
Proxy Statement. As the other shareholders who were solicited executed Consents 
to the Proposal, we expect that they will execute the Consent accompanying this 
Proxy Statement, although they are not so obligated. As noted above, this group 
(the Board of Directors , executive officers and previously solicited           
shareholders) accounts for more than 50% of the outstanding shares of Common    
Stock of the Company, so the Company believes the Proposal will be approved.    

RIGHTS OF DISSENTING STOCKHOLDERS/APPRAISAL RIGHTS                              

Shareholders of the Company will not be entitled to appraisal or    
dissenters rights under the laws of the State of California by virtue of the    
actions proposed pursuant to the Proposal.                                      

THE PROPOSAL                                                                    

On September 11, 2006, the Board of Directors approved, subject to  
shareholder approval, an Amendment to the Company's Certificate of Incorporation
to increase the number of shares of Common Stock the Company is authorized to   
issue from 900,000,000 to 1,200,000,000 shares,                                 

      If approved, the proposal will be effectuated by amending paragraph (a) of
Article 5 of the Company's Articles of Incorporation to read as follows:        

5. (a) The corporation is authorized to issue two classes of stock, 
     designated "Common Stock" and "Preferred Stock," respectively. The number
of shares of Common Stock authorized to be issued is One Billion Two
  Hundred Million (1,200,000,000), and the number of shares of Preferred
Stock authorized to be issued is Ten Million (10,000,000).          

The Amendment will become effective upon filing the Amendment to the
Company's Articles of Incorporation with the California Secretary of State,     
anticipated to be approximately 20 days after this Proxy Statement has been     
distributed to the Company's shareholders.                                      

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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 ("C-Motech"), 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 to 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.                                      

    The authorized but unissued shares of Common Stock will be available for
issuance from time to time as may be deemed advisable or required for various   
purposes by the Board of Directors. The Board of Directors will be able to      
authorize the issuance of shares for these transactions without the necessity   
and related costs and delays of a special shareholders' meeting or consent.     
Although the amendment will increase the number of shares of authorized Common  
Stock, it will not immediately result in any change of the voting power or of   
the equity percentages of the Company owned by the shareholders prior to the    
issuance of any new shares of Common Stock. The amendment to increase the       
authorized shares of Common Stock is not intended to have any anti-takeover     
effect and is not part of any series of any anti-takeover measures. However,    
shareholders should note that the availability of additional authorized but     
unissued shares of Common Stock could make any attempt to gain control of the   
Company or the Board of Directors more difficult or time-consuming and that the 
availability of additional authorized but unissued shares of Common Stock might 
make it more difficult to remove management. The Company is not aware of any    
proposed attempt to take over the Company or of any plans to acquire a large    
block of the Company's Common Stock.                                            

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON        

      Except as set forth below, none of our officers, directors or any of their
respective affiliates or associates has any substantial interest in the Proposal
other than a proportionate interest in their capacities as holders of shares of 
Common Stock and options and/or warrants to purchase Common Stock.              

  The Company is obligated to issue 29,000,000 shares of Common Stock to
C-Motech, of which James Lee, a director of the Company, is an officer. One     
effect of the Proposal is that, if it is approved, the Company will have        
sufficient authorized Common Stock to issue those shares to C-Motech. The       
obligation to issue the shares arose out of an agreement by C-Motech to purchase
an aggregate of 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 the lack of authorized but unissued      
shares.                                                                         

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ACTION BY WRITTEN CONSENT                                                       

Pursuant to Section 603 of the California General Corporation Law   
("CGCL"), any action which may be taken at any meeting of the Shareholders may  
also be taken without a meeting and without prior notice and without a vote, if 
a consent in writing, setting forth the action so taken, is signed by the       
holders of outstanding shares having not less than the minimum number of votes  
that would be necessary to authorize or take such action at a meeting at which  
all shares entitled to vote thereon were present and voted (here, a majority of 
the outstanding shares of Common Stock of the Company) and delivered to the     
Company.                                                                        

The Company's Bylaws provide that the Board of Directors may fix, in
advance, a date not more than sixty nor less than ten days before the date then 
fixed for the holding of any meeting of the Shareholders of the Company (or     
before the last day on which the consent of the shareholders may be effectively 
expressed for any purpose without a meeting), as the time as of which the       
shareholders entitled to notice of and to vote as such meeting or whose consent 
is required or may be expressed for any purpose, as the case may be, shall be   
determined, and all persons who were Shareholders of record of Common Stock at  
such time, and no others, shall be entitled to notice of and to vote at such    
meeting or to express their consent, as the case may be.                        

SECURITY OWNERSHIP                                                              

The following table sets forth certain information regarding the    
beneficial ownership of the Company's Common Stock as of December 31, 2006 by   
each director and executive officer of the Company, each person known to the    
Company to be the beneficial owner of more than 5% of the outstanding Common    
Stock, and all directors and executive officers of the Company as a group.      
Except as otherwise indicated below, each person has sole voting and investment 
power with respect to the shares owned, subject to applicable community property
laws.                                                                           

Name and Address                                      Number             Percent
----------------                                      ------             -------

OC Kim                                             104,943,534            11.69%
9823 Pacific Heights Blvd. Suite J                                              
San Diego, CA 92121                                                             

Gary Nelson                                         23,917,500             2.67%
9823 Pacific Heights Blvd. Suite J                                              
San Diego, CA  92121                                                            

Nick Lim                                            34,174,300             3.81%
9823 Pacific Heights Blvd. Suite J                                              
San Diego, CA  92121                                                            

Taejin Kim                                          54,968,889 (1)         6.12%
9823 Pacific Heights Blvd. Suite J                                              
San Diego, CA 92121                                                             

David Kim                                           88,805,746 (2)         9.89%
9823 Pacific Heights Blvd. Suite J                                              
San Diego, CA  92121                                                            

PRER14A
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James Lee                                           81,000,000 (3)        9.03% 
9823 Pacific Heights Blvd. Suite J                                              
San Diego, CA 92121                                                             

All directors and executive officers of            388,809,969           43.34% 
the Company as a group (4 persons)                                    

(1) Consists of shares owned by iPacific Partners, of which Taejin Kim is an    
officer.                                                                        

(2) Consists of shares owned by Westech Korea, of which David Kim is an officer.

(3) Consists of shares owned by Cmotech Co. Ltd of which James Lee is an officer

  Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment  
power with respect to securities. Except as indicated by footnote, and subject  
to community property laws where applicable, the persons named in the table     
above have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them. Shares of Common Stock subject to    
securities currently convertible, or convertible within 60 days after December  
31, 2006, are deemed to be outstanding in calculating the percentage ownership  
of a person or group but are not deemed to be outstanding as to any other person
or group.                                                                       

PRER14A
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 CONSENT OF SHAREHOLDER OF
 FRANKLIN WIRELESS CORP.

 THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Unless otherwise indicated below, the undersigned, a shareholder on 
January 22, 2007 (the "Record Date") of Franklin Wireless Corp., a California   
corporation (the "Company"), hereby consents, pursuant to Section 603 of the    
California General Corporation Law, with respect to all shares of Common Stock  
("Common Stock") of the Company held by the undersigned, to the following action
without a meeting, without prior notice and without a vote, effective as of the 
date on which the Company receives duly executed and unrevoked consents         
substantially in the form of this Consent of Shareholder from the holders of a  
majority of the issued and outstanding shares of Common Stock on the Record     
Date:                                                                           

      Proposal: Amendment of the Articles of Incorporation of the corporation to
increase the authorized shares of Common Stock from 900,000,000 to  
1,200,000,000.                                                      

[ ] CONSENT                                     
[ ] CONSENT WITHHELD                            
[ ] ABSTAIN                                     

INSTRUCTIONS: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE    
APPROVAL OF THE RESOLUTIONS SET FORTH ABOVE, CHECK THE APPROPRIATE BOX ABOVE. IF
NO BOX IS MARKED ABOVE WITH RESPECT TO THE RESOLUTIONS, THE UNDERSIGNED WILL BE 
DEEMED TO CONSENT TO SUCH RESOLUTION.                                           

Please complete, sign and date this Consent where indicated and return it       
to Franklin Wireless Corp., 9853 Pacific Heights Blvd., Suite J, San            
Diego, California 92121. This Consent must be received by March 31, 2007 in     
order to be valid.                                                              

DATED: ________________________, 2007                                           

Signature ______________________________________________________________________

Signature if held jointly ______________________________________________________

(Please sign above exactly as the shares are issued. When shares are held by    
joint tenants, both should sign. When signing as attorney, executor,            
administrator, trustee or guardian, please give full title as such. If a        
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized        
person.)                                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRER14A’ Filing		Date		First		Last			Other Filings
		3/31/07		2		8			10QSB
Filed as of:		1/29/07
Filed on:		1/26/07
		1/22/07		2		8			PRE 14A
		12/31/06		6		7			10QSB,  10QSB/A
		9/11/06		4
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