SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)¹

Franklin Wireless Corp.

(Name of Issuer)

Common Stock, par value $0.001
(Title of Class of Securities)

355184102
(CUSIP Number)

ANDREWS KURTH LLP
450 Lexington Avenue, 15th Floor
New York, New York 10017
Attn: David Hoyt
(212) 850-2872
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 15, 2011
(Date of Event Which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

¹      The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSONS SHERMAN CAPITAL GROUP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA
		7	SOLE VOTING POWER
NUMBER OF			305,000
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			305,000
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	305,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.6%
14	TYPE OF REPORTING PERSON
	OO

1	NAME OF REPORTING PERSONS STEVEN SHERMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA
		7	SOLE VOTING POWER
NUMBER OF			305,000 1
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0- 1
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			305,000 1
WITH		10	SHARED DISPOSITIVE POWER
			-0- 1
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	305,000 1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.6%1
14	TYPE OF REPORTING PERSON
	IN

1    The shares reported herein are held as of record by Sherman Capital Group LLC. Mr. Sherman, in his role as managing member of Sherman Capital Group LLC, exercises sole voting and dispositive power over the shares held in Sherman Capital Group LLC, and may be deemed to have beneficial ownership of such shares.

1	NAME OF REPORTING PERSONS KAREN SINGER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA
		7	SOLE VOTING POWER
NUMBER OF			405,817
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			405,817
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	405,817
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.4%
14	TYPE OF REPORTING PERSON
	IN

1	NAME OF REPORTING PERSONS DAVID S. OROS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA
		7	SOLE VOTING POWER
NUMBER OF			456,005
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			456,005
WITH		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	456,005
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.9%
14	TYPE OF REPORTING PERSON
	IN

1	NAME OF REPORTING PERSONS LLOYD I. MILLER, III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF-AF-OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA
		7	SOLE VOTING POWER
NUMBER OF			50,000
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			264,900
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			50,000
WITH		10	SHARED DISPOSITIVE POWER
			264,900
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	314,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.7%
14	TYPE OF REPORTING PERSON
	IN

SCHEDULE 13D/A1

          The following constitutes Amendment No. 1 (the “Amendment No. 1”) to the statement on Schedule 13D filed by the undersigned, dated and filed August 4, 2011 (the “Statement”), relating to the shares (“Shares”) of common stock (the “Common Stock”) of Franklin Wireless Corp. (the “Company” or “Issuer”). The Company’s principal executive offices are located at 6205 Lusk Blvd., San Diego, California, 92121. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 2. Identity and Background.

Item 2 of the Statement is hereby amended and restated in its entirety as follows:

          (a) This statement is filed by Sherman Capital Group (“SCG”), Steven Sherman as managing member of SCG (“Mr. Sherman”), Karen Singer as trustee of Singer Children’s Management Trust (the “Trust”), David S. Oros (“Mr. Oros”) and Lloyd I. Miller, III (“Mr. Miller”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

          SCG is a limited liability company organized under the laws of the State of Arizona. SCG’s principal business is making investments in publicly traded and privately-held companies. SCG’s principal place of business and principal office is located at 3820 W. Happy Valley Road, Suite 141-601, Glendale, AZ 85310. During the last five years, SCG has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

          Mr. Sherman’s principal place of business is 3820 W. Happy Valley Road, Suite 141-601, Glendale, AZ 85310. Mr. Sherman’s principal business is acting as managing member of SCG. During the last five years, Mr. Sherman has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Sherman is a citizen of the United States of America.

          Ms. Karen Singer’s principal place of business is 212 Vaccaro Drive, Cresskill, New Jersey 07626. Ms Singer’s principal occupation is investing assets held in the Trust. During the last five years, Ms. Singer has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Ms. Singer is a citizen of the United States of America.

          Mr. Oros’s principal place of business is 621 E. Pratt Street, Baltimore, Maryland, 21202. Mr. Oros’s principal occupation is investing in and managing public and privately-held corporations. During the last five years, Mr. Oros has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or

state securities laws or finding any violation with respect to such laws. Mr. Oros is a citizen of the United States of America.

          Mr. Miller’s principal business address is 4550 Gordon Drive, Naples, Florida 34102. Mr. Miller’s principal occupation is investing assets held by or on behalf of his family. During the last five years, Mr. Miller has not been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Miller is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended and restated in its entirety as follows:

          SCG may be deemed to beneficially own 305,000 Shares, as follows:

          The aggregate purchase price of the Shares owned by SCG is approximately $795,670.00. The Shares owned by SCG were purchased with funds from Mr. Steven Sherman, the managing member of SCG.

          Mr. Sherman may be deemed to beneficially own 305,000 Shares, as follows:¹

          The aggregate purchase price of the Shares owned by SCG is approximately $795,670.00. The Shares owned by Mr. Sherman were purchased with funds from Mr. Steven Sherman.

          Ms. Singer may be deemed to beneficially own 405,817 shares through the Trust, as follows:

          Ms. Singer is the trustee of the Trust, which was created pursuant to the Trust Agreement, dated May 29, 1998 (the “Trust Agreement”). All of the Shares held by the Trust were purchased by funds generated and held by the Trust. The aggregate amount of funds used for the purchase of the Shares was approximately $900,904.00.

          Mr. Oros may be deemed to beneficially own 456,005 Shares, as follows:

          The aggregate purchase price of the Shares held by Mr. Oros is approximately $1,148,938.16. The Shares held by Mr. Oros were purchased with personal funds generated and held by Mr. Oros.

          Mr. Miller may be deemed to beneficially own 314,900 Shares, as follows:

          Mr. Miller is the manager of Milfam LLC (“Milfam LLC”), an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC dated as of December 10, 1996, and Milfam LLC is the advisor to Trust C (“Trust C”). Trust C was created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “Trust Agreement”). Trust C was further reformed by Order of the Delaware Chancery Court dated December 23, 2010 pursuant to which Milfam LLC was appointed advisor to Trust C. All of the Shares purchased by Trust C were purchased with funds generated and held by Trust C. The aggregate purchase price for the Shares purchased by Trust C was $563,429.00.

¹ As noted in FN1, these Shares are held of record by SCG.

          Mr. Miller is the co-member and co-manager of Milfam NG LLC (“Milfam NG”). All of the Shares Mr. Miller is deemed to beneficially own as the co-manager for Milfam NG were purchased with funds generated and held by Milfam NG. The aggregate purchase price for the Shares Mr. Miller is deemed to beneficially own as co-manager of Milfam NG was $80,800.00.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended and restated in its entirety as follows:

          As set forth in the original Statement, in accordance with that certain Joint Filing and Action Agreement (the “Original Joint Agreement”), dated as of August 4, 2011, among the Trust, Mr. Oros and SCG (filed as Exhibit 99.1 to the Statement), the Trust, Mr. Oros and SCG formed a “group” for the purposes of (i) delivering a letter (the “August 4 Letter), dated as of August 4, 2011 (filed as Exhibit 99.2 to the Statement) to the Issuer’s Board of Directors seeking improved corporate governance and public disclosure and regular communications with stockholders, including forward looking information and (ii) if the Issuer failed to respond to the Group’s satisfaction, taking certain steps as the Group deemed necessary and appropriate, including, without limitation, nominating, and voting in favor of, two persons designated by the Group for election to the Issuer’s Board of Directors at a meeting of stockholders of the Issuer, (iii) engaging in discussions with the Board of Directors and management of the Issuer, and (iv) taking other actions for the purpose of influencing the corporate governance of the Issuer.

          On November 15, 2011, the Trust, Mr. Oros, SCG, Milfam NG and Trust C (the “Group”) entered into that certain Amended and Restated Joint Filing and Action Agreement (the “Amended Joint Agreement”) (filed as Exhibit 99.3 hereto), for the purposes of (i) adding Milfam NG and Trust C to the Group, and (ii) delivering a letter (the “November 16 Letter), dated as of November 16, 2011 (filed as Exhibit 99.4 hereto) to the Issuer’s Board of Directors noting, among other things, (A) the Group’s dissatisfaction with the Issuer’s financial and operating results and stock performance, (B) the Group’s belief that the Issuer’s proxy (the “Proxy”), dated November 14, 2011, setting a shareholder meeting on December 22, 2011 and a record date of October 14, 2011 appeared to the Group to be designed to entrench management and disenfranchise shareholders, (C) the Group’s belief that the proposal in the Proxy to ratify an increase in authorized shares to the Issuer’s 2009 stock option plan that the Issuer previously announced was approved by shareholders indicates that the Company made misleading statements in a prior SEC filing announcing such purported approval, (D) the Group’s belief that the offer by the Issuer’s President, apparently on behalf of himself and other insiders, to sell their Shares in the Issuer to members of the Group and resign their positions with the Issuer clearly shows that the Issuer’s board of directors lack confidence in their ability to manage the Issuer, and (E) the Group’s continued exploration of all actions available to them, including potentially proposing an alternative slate of directors than the slate of incumbent directors proposed by the Issuer in the Proxy.

          No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) — (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis and engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

          (a)

          SCG beneficially owns 305,000 Shares of the Issuer comprising approximately 2.6% of the outstanding Shares of the Issuer (based on 11,835,471 Shares outstanding as reported in the Issuer’s Form 10-Q filed on November 14, 2011). Mr. Sherman, as the managing member of SCG, may be deemed to beneficially own the 305,00 Shares of the Issuer which are owned as of record by SCG, comprising approximately 2.6% of the outstanding Shares of the Issuer.

          Ms. Singer, as trustee of the Trust, is the beneficial owner of 405,817 Shares of the Issuer, comprising approximately 3.4% of the outstanding Shares of the Issuer (based on 11,835,471 Shares outstanding as reported in the Issuer’s Form 10-Q filed on November 14, 2011).

          Mr. Oros is the beneficial owner of 456,005 Shares of the Issuer, comprising approximately 3.9% of the outstanding Shares of the Issuer (based on 11,835,471 Shares outstanding as reported in the Issuer’s Form 10-Q filed on November 14, 2011).

          Mr. Miller may be deemed to beneficially own 314,900 Shares, comprising approximately 2.7% of the outstanding Shares of the Issuer (based on 11,835,471 Shares outstanding as reported in the Issuer’s Form 10-Q filed on November 14, 2011). As of the date hereof, 50,000 of the Shares beneficially owned by Mr. Miller are owned of record by Trust C and 264,900 of the Shares beneficially owned by Mr. Miller are owned of record by Milfam NG.

          Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares they do not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

          (b)

          Mr. Sherman has sole dispositive and voting power over the Shares of the Issuer owned by SCG as reported on this Schedule 13D.

          Ms. Singer has sole dispositive and voting power over the Shares of the Issuer owned by the Trust as reported on this Schedule 13D.

          Mr. Oros has sole dispositive and voting power over the Shares of the Issuer owned by Mr. Oros as reported on this Schedule 13D.

          Mr. Miller has sole voting and dispositive power for the Shares owned by Trust C as reported on this Schedule 13D. Mr. Miller has shared voting and dispositive power for the Shares owned by Milfam NG as reported on this Schedule 13D.

          (c) The following table details the transactions effected by the Reporting Persons in the past 60 days:

     Sherman Capital Group LLC/Steven Sherman

Date of Transaction	Number of Shares Purchased		Price Per Share
October 28, 2011		5,000	$	1.454

     Singer Children’s Management Trust

Date of Transaction	Number of Shares Purchased		Price Per Share
October 18, 2011		50,000	$	1.14
October 19, 2011		12,500	$	1.13
November 15, 2011		52,000	$	1.40

     David S. Oros

Date of Transaction	Number of Shares Purchased		Price Per Share
October 18, 2011		50,000	$	1.14
October 19, 2011		12,500	$	1.13
November 15, 2011		50,000	$	1.42

     Lloyd I. Miller, III — Trust C

Date of Transaction	Number of Shares Purchased		Price Per Share
September 29, 2011		50,000	$	1.616

     (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     On November 15, 2011, Sherman Capital Group LLC, Singer Children’s Management Trust, David S. Oros, Milfam NG LLC and Lloyd I. Miller — Trust C entered into an Amended and Restated Joint Filing and Action Agreement, which amended and restated in its entirety a Joint Filing & Action Agreement, dated August 4, 2011, by and among Sherman Capital Group LLC, Singer Children’s Management Trust and David S. Oros. A copy of the Joint Filing and Action Agreement was attached as Exhibit 99.1 to the statement and incorporated herein by reference. A copy of the Amended and Restated Joint Filing & Action Agreement is attached as Exhibit 99.3 hereto and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

99.1	Joint Filing and Action Agreement, dated August 4, 2011, by and among Sherman Capital Group LLC, Singer Children’s Management Trust and David S. Oros (filed as Exhibit 99.1 to the Statement on August 4, 2011)
99.2	Letter, dated August 4, 2011, by Sherman Capital Group LLC, Singer Children’s Management Trust and David S. Oros to the Board of Directors of the Issuer (filed as Exhibit 99.2 to the Statement on August 4, 2011)
99.3	Amended and Restated Joint Filing and Action Agreement, dated November 15, 2011, by and among Sherman Capital Group LLC, Singer Children’s Management Trust, David S. Oros and Milfam NG LLC and Lloyd I. Miller — Trust C
99.4	Letter, dated November 16, 2011, by Sherman Capital Group LLC, Singer Children’s Management Trust, David S. Oros, Milfam NG LLC and Lloyd I. Miller — Trust C to the Board of Directors of the Issuer

SIGNATURES

     After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated November 17, 2011

SHERMAN CAPITAL GROUP LLC
By:	/s/ Steven Sherman
	Name:	Steven Sherman
	Title:	Managing Member
STEVEN SHERMAN
By:	/s/ Steven Sherman
KAREN SINGER
By:	/s/ Karen Singer
DAVID S. OROS
By:	/s/ David S. Oros
Lloyd I. Miller, III
By:	/s/ Lloyd I. Miller, III

EX-99.3

Exhibit 99.3

AMENDED AND RESTATED
JOINT FILING AND ACTION AGREEMENT

     WHEREAS, the undersigned are beneficial stockholders of Franklin Wireless Corp., a Nevada corporation (the “Company”);

     WHEREAS, on August 4, 2011, Singer Children’s Management Trust (“SCMT”), David S. Oros (“Mr. Oros”), and Sherman Capital Group LLC, a limited liability company organized under the laws of the State of Arizona (“SCG” and together with SCMT and Mr. Oros, the “Original Group Members”) executed a Joint Filing and Action Agreement (the “Original Agreement”) in connection with the Original Group Members forming a group for the purposes of (i) delivering a letter to the Company’s Board of Directors seeking improved corporate governance and public disclosure and regular communications with stockholders, including forward looking information, (ii) if the Company failed to respond to the letter to the Group’s satisfaction, taking certain steps as the Group deemed necessary and appropriate, including, without limitation, nominating, and voting in favor of, two persons designated by the Group for election to the Company’s Board of Directors at a meeting of stockholders of the Company, (iii) engaging in discussions with the Board of Directors and management of the Company, and (iv) taking other actions for the purpose of influencing the corporate governance of the Company, (all of the matters referred to above in this recital, including changing the Group’s intentions from time to time with respect to any and all such matters, being hereinafter called, collectively, the “Actions”);

     WHEREAS, the Original Group Members, Milfam NG LLC (“Milfam NG”) and Lloyd I. Miller — Trust C (“Trust C” and, together with SCMT, Mr. Oros, SCG and Milfam NG, the “Group” and each, individually, sometimes hereinafter called a “member” of the Group) desire to add Milfam NG LLC and Lloyd I. Miller — Trust C to the Group, as of the Effective Date (as defined below);

     NOW, IT IS AGREED, this 15th day of November, 2011 (the “Effective Date”) by the parties hereto:

     1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each member of the Group agrees to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company to the extent required under applicable securities laws. Each of the undersigned agrees to the joint filing of any necessary amendments to the Schedule 13D. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

     2. Each member of the Group, including its respective affiliates, agrees not to directly or indirectly, sell, transfer, make any short sale of, loan, grant any option for the purchase of or otherwise acquire or dispose of any securities of the Company without the prior written consent of each of the undersigned.

     3. Each of the undersigned agrees to form the Group for the purpose of all steps as are necessary or appropriate to cause the Actions to be taken.

     4. Each member of the Group shall have the right to pre-approve all expenses incurred in connection with the Group’s Actions (the “Group Expenses”) and agrees to pay directly all such Group Expenses on a pro rata basis among the members of the Group based on the number of shares of Common Stock of the Company held by the members of the Group on the Effective Date. In addition to the other Group Expenses to be shared by each member of the Group pursuant to this Section 4, the reasonable legal fees and expenses of each member of the Group in connection with the Actions shall be considered a Group Expense. Notwithstanding any term to the contrary herein, the term “Group Expenses” shall not include any expenses incurred by any member of the Group in connection with the purchase or sale of shares of Common Stock of the Company.

     5. Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by each member of the Group, or their respective representatives, which approval shall not be unreasonably withheld.

     6. If any disagreement should arise among the members of the Group concerning decisions to be made or actions to be taken in connection with the Actions, including, but not limited to the activities identified in Section 5, such agreement shall be resolved by a majority determination of the members of the Group (based on the number of shares of Common Stock of the Company held by the members of the Group on the date hereof) as stated in a writing executed by such majority members.

     7. The relationship of the parties hereto shall be limited to carrying on the activities of the Group and taking the Actions in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such activities as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Subject to Section 2, nothing herein shall restrict any party’s right to purchase securities of the Company, as he/it deems appropriate, in his/its sole discretion.

     8. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

     9. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

     10. Any party hereto may terminate his/its obligations under this Agreement only after the earlier of (a) the first business day following the conclusion of the Actions, or (b) on 24 hours’ prior written notice to all other parties, with a copy by electronic mail to David Hoyt, Esq., Andrews Kurth LLP, 450 Lexington Avenue, 15th Floor, New York, NY 10017, email: david.hoyt@andrewskurth.com.

     11. Each party acknowledges that Andrews Kurth shall act as counsel for both the Group and their respective reporting persons relating to the Actions.

     12. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to the Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

     13. All notices, requests, demands and other communications to any party under this Agreement will be in writing and delivered personally, by overnight delivery or courier or by registered mail to the parties at the address specified for such parties on Schedule I hereto (or at such other address as may be specified by a party in writing given at least five business days prior thereto). All notices, requests, demands and other communications will be deemed delivered when actually received. For purposes of this Section 13, the term “business day” means any day of the week other than Saturday, Sunday or any day on which commercial banks in the State of New York are required or authorized to close.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

SINGER CHILDREN’S MANAGEMENT TRUST
By:	/s/ Karen Singer
	Karen Singer,
	Trustee
By:	/s/ Davis S. Oros
	David S. Oros
SHERMAN CAPITAL GROUP
By:	/s/ Steven Sherman
MILFAM NG LLC
By:	/s/ Lloyd I. Miller, III
LLOYD I. MILLER — TRUST C
By:	/s/ Lloyd I. Miller, III

4

Schedule I

Addresses of Parties

Singer Children’s Management Trust
212 Vaccaro Drive
Cresskill, New Jersey 07626

David S. Oros
621 E. Pratt Street
Baltimore, Maryland 21202

Sherman Capital Group
3820 W. Happy Valley Road, Suite 141-601
Glendale, AZ 85310

Milfam NG LLC
4550 Gordon Drive
Naples, Florida 34102

Lloyd I. Miller — Trust C
4550 Gordon Drive
Naples, Florida 34102

5

EX-99.4

Exhibit 99.4

Sherman Capital Group LLC
3820 W. Happy Valley Road, Suite 141-601
Glendale, AZ 85310

Singer Children’s Management Trust
212 Vaccaro Drive
Cresskill, New Jersey 07626

David S. Oros
621 E. Pratt Street
Baltimore, Maryland, 21202

Milfam NG LLC
Lloyd I. Miller — Trust C
4550 Gordon Drive
Naples, FL 34102

November 16, 2011

VIA FACSIMILE AND FEDERAL EXPRESS

Board of Directors
Franklin Wireless Corp.
6205 Lusk Blvd.
San Diego, CA 92121

Attention: Mr. Gary Nelson, Chairman of the Board of Directors (the “Board”)

FOR IMMEDIATE DISTRIBUTION TO THE BOARD OF DIRECTORS

     As you are aware, the undersigned Sherman Capital Group LLC (“SCG”), Singer Children’s Management Trust (“SCMT”) and David S. Oros (“Mr. Oros” and, together with SCG and SCMT, the “Original Group”) sent you a letter (the “August 4 Letter”) on August 4, 2011 expressing their extreme dissatisfaction with the performance of the Company’s stock, the Company’s failure to adequately disclose information and communicate with its shareholders, and poor corporate governance. Since the date of the August 4 Letter, the Original Group has added two members — - Milfam NG LLC and Lloyd I. Miller Trust C (together with the members of the Original Group, the “Investor Group”). As of the date of this letter, the Investor Group collectively owns approximately 12.5% of the Company’s common stock.

     In the August 4 Letter, the Investor Group noted numerous, deeply-troubling examples of the Board’s and management’s failings in governance and financial management. Since August 4, 2011, the Company’s pattern of poor performance and disenfranchisement of shareholders has continued and, in some instances, worsened. The Investor Group cites below specific examples of the Board’s and management’s failure to manage the Company in order to maximize value for shareholders.

Company Performance

• The Company’s financial results, as evidenced by the Form 10-Q filed on November 14, 2011, continue to be abysmal, and the Company is not projecting any improvement in the near term future. For example, gross profit fell by 85% in the third quarter of 2011 compared with the corresponding period of 2010.

• The trading price of the Company’s common stock has continued the “free fall” noted in the August 4 Letter and currently trades at a price approximately equal to the Company’s cash “on hand.”¹

Entrenchment and Disenfranchisement

• After failing to hold an annual shareholder meeting for 11 years, the Company filed a proxy statement on November 14, 2011 (the “Proxy”) setting a shareholder meeting on December 22, 2011, in the middle of the holiday season when public shareholders are less likely to attend. The Investor Group believes that the timing of this meeting will reduce shareholder participation and is designed to entrench management and the incumbent directors.

• Further, the Company set a previously unannounced record date of October 14, 2011 for voting shares of common stock at the annual meeting, the earliest date permitted under the Company’s bylaws. The failure to announce a record date in advance effectively disenfranchised shareholders (including the Investor Group) who purchased shares of the Company common stock following the record date set for October 14, 2011. These shareholders cannot vote all of their shares at the annual meeting.

Corporate Governance

• In the Proxy, the Company seeks to ratify an amendment to the Company’s 2009 stock option plan (the “Share Increase”) to increase the shares authorized for insider awards from 1,300,000 to 2,000,000 shares. In an earlier filing on February 15, 2011, the Company reported that the Share Increase was approved by holders of more than a majority of the Company’s common stock. When questioned in the August 4 Letter, the Company was unable to identify the large shareholders who cast the majority vote in support of the Share Increase or explain how the Company could have received a majority vote when Company insiders held less than 20% of the Company’s common stock.

• The proposal in the Proxy to ratify the Share Increase at the annual meeting appears to indicate that the Company made misleading statements in its SEC filing when it previously reported the approval of the Share Increase.

¹ As of November 15, 2011, the Company’s stock closed at a price of $1.50 per share.

The Board and Management Lack Commitment to the Company

• OC Kim, the Company’s President, acting Chief Financial Officer, Secretary and a member of the Board, offered, apparently on behalf of himself and other insiders, to sell all shares of the Company’s common stock to the Original Group and concurrently resign all positions with the Company. In an email to Steven Sherman, dated October 31, 2011, Mr. Kim stated as follows:

“Unfortunately our board and you cannot work together because of lost of credibility and trust each other.

If you really want Franklin with your friends, we would like to sell our shares and resign all positions.”

“Please discuss with your friends to purchase our shares and control the company whatever they want.”

• The Investor Group believes, based on the email quoted above from the Company’s senior executive officer, that it is very clear that the Board has no confidence in the prospects of the Company or the Board’s ability to manage the Company effectively and that management would rather sell their shares and exit the Company without regard to other shareholders, who continue to experience declining returns.

     The Investor Group believes that the Board and management have not effectively represented the best interests of the Company’s shareholders. As a result, the Investor Group is currently exploring all actions available to them under Nevada law and the Company’s governing corporate documents, including proposing an alternative slate of directors that will include, among others, industry experts that have years of experience in the industry, significantly more expertise than the incumbent directors proposed by the Company, and the stated commitment to stand for the interests of all shareholders.

cc:   Mr. Gary Nelson
Mr. OC Kim

Very truly yours, SHERMAN CAPITAL GROUP LLC
By:	/s/ Steven Sherman
	Name:	Steven Sherman
	Title:	Managing Member
SINGER CHILDREN’S MANAGEMENT TRUST
By:	/s/ Karen Singer
	Name:	Karen Singer
	Title:	Trustee

By:	/s/ David S. Oros
	David S. Oros
MILFAM NG LLC
By:	/s/ Lloyd I. Miller, III
	Name:	Lloyd I. Miller III
	Title:
LLOYD I. MILLER — TRUST C
By:	/s/ Lloyd I. Miller, III
	Name:	Lloyd I. Miller III
	Title: