8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                       Date of Report: September 18, 2009

                             Franklin Wireless Corp.
             (Exact name of registrant as specified in its charter)

          California                 0-11616                   95-3733534
 (State or other jurisdiction     (Commission                (IRS Employer
       or incorporation)          File Number)             Identification No.)

          5440 Morehouse Drive, Suite 1000, San Diego, California 92121
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (805) 623-0000

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]      Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

[_]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

[_]      Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

[_]      Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))




SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         See response to Item 5.02 (e) below.


SECTION 5 -CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
            CERTAIN OFFICERS.

         (d) On September 18, 2009, the Board of Directors increased the size of
the Board of Directors from three to five, as provided in Article III, Section 2
of the Bylaws of the Company. The Board then appointed Joon Won Jyoung and
Johnathan Chee to the Board of Directors to fill the vacancies created thereby.

         Joon Won Jyoung has owned several private companies in South Korea
since 1997. Between 1992 and 1996 he was President of Sneakers Classic Ltd., and
between 1987 and 1991 he was Chairman of Empire State Bank in New York. Between
1972 and 1982 he was Chairman of Downtown Mart, a distribution company in New
York and Virginia. Mr. Jyoung received a B.S. in Mathematics from Seoul National
University and an M.S. in Statistics from the University of Connecticut.

        Johnathan Chee is an attorney, and has operated the Law Offices of
Johnathan Chee, in Niles, Illinois, since August 2007. Between 1998 and 2007 he
was an attorney with C&S Law Group, P.C., in Glenview, Illinois. He received a
B.A. from the University of Illinois-Chicago in 1987 and a J.D. from IIT
Chicago-Kent College of Law in 1990. He is a member of the Illinois Bar.

         (e) On September 21, 2009 the Company entered into Change of Control
Agreements with OC Kim, its Chief Executive Officer, David Yun Lee, Chief
Operating Officer, and Yong Bae Won, Vice President-Engineering. Each Change of
Control Agreement provides for a lump sum payment to the officer in case of a
change of control of the Company. The term includes the acquisition of Common
Stock of the Company resulting in one person or company owning more than 50% of
the outstanding shares, a significant change in the composition of the Board of
Directors of the Company during any 12-month period, a reorganization, merger,
consolidation or similar transaction resulting in the transfer of ownership of
more than fifty percent (50%) of the Company's outstanding Common Stock, or a
liquidation or dissolution of the Company or sale of substantially all of the
Company's assets.

         The Change of Control Agreement with Mr. Kim is for three years and
calls for a payment of $5 million upon a change of control; the agreement with
Mr. Lee is for two years and calls for a payment of $2 million upon a change of
control; and the agreement with Mr. Won is for two years and calls for a payment
of $1 million upon a change of control.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
          YEAR.

         On September 18, 2009, the Board of Directors approved three changes in
the Bylaws of the Company.


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         The first change is to provide that special meetings of the
shareholders may be called by the Board of Directors, by the President, or by
any two directors. This language is consistent with the requirements of Section
78.310 of the Nevada Revised Statutes. Before such amendment, the Bylaw also
provided that the president of the Company was to call a special meeting upon
written demand by shareholders holding at least 10% of the outstanding shares.

         The second change is to eliminate the ability of shareholders to act by
written consent in lieu of a shareholders meeting. It provides that all actions
by shareholders must be taken at a meeting duly noticed and convened. The
existing bylaw had permitted action by written consent of shareholders holding a
majority of the outstanding shares.

         The third change is to provide an "advance notice" provision for
shareholder proposals and director nominations at shareholder meetings. Under
this bylaw, as amended, a shareholder who seeks to nominate directors at a
shareholders meeting or submit a proposal for vote at the meeting must give the
Company  prior notice, must identify the nominees or the
proposal, and (in the case of director nominees) must submit certain information
about the nominees. Also, the shareholder submitting the nominees or proposal,
as the case may be, must disclose certain information, including such
shareholder's identity, shareholdings, and any interest in the proposals.

         The foregoing descriptions are qualified by reference to the amendments
themselves, which are attached as Exhibit 3.2 to this Current Report on Form
8-K.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

         (d) Exhibits

         3.2 Amendments to Bylaws

                                    SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                                  FRANKLIN WIRELESS CORP.


Date:  September 24, 2009                         By:  /s/ OC Kim
                                                       ------------------
                                                       OC Kim
                                                       President



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EX-3.2

                                                                     Exhibit 3.2

                              Amendments to Bylaws



         1. Article II, Section 2 of the Bylaws of this corporation is amended
to read in its entirety as follows:

         Section 2. Special Meetings. Unless otherwise prescribed by statute,
         special meetings of the shareholders may be called for any purpose by
         the president, by the board of directors, or by any two directors.

         2. Article II, Section 12 of the Bylaws of this corporation is amended
to read in its entirety as follows:

         Section 12. Action by Shareholders By Written Consent Prohibited. All
         actions required or permitted to be taken by the shareholders shall be
         taken at a duly convened meeting of shareholders. No shareholder action
         may be taken by written consent.

         3. Article II of the Bylaws is amended by adding a new Section 14, as
follows:

         Section 14. Advance Notice of Nominations of Persons for Election to
         the Board of Directors and Other Matters

                    (a) Nominations. Nominations of persons for election to the
         Board of Directors and the proposal of business to be considered by the
         shareholders may be made at an annual meeting of the shareholders only
         (A) pursuant to the corporation's notice of meeting (or any supplement
         thereto), (B) by or at the direction of the Board of Directors or (C)
         by any shareholder of the corporation who was a shareholder of record
         of the corporation at the time the notice provided for in this Section
         is delivered to the Secretary, who is entitled to vote at the meeting
         and who complies with the notice procedures set forth in this Section.

                  (b) Notice. For nominations or other business to be properly
         brought before an annual meeting by a shareholder pursuant to clause
         (C) of Section 14(a), the shareholder must have given timely notice
         thereof in writing to the Secretary and any such proposed business
         other than the nominations of persons for election to the Board of
         Directors must constitute a proper matter for shareholder action. To be
         timely, a shareholder's notice must be delivered to the Secretary at
         the principal executive offices of the corporation not later than the
         close of business on the 90th day nor earlier than the close of
         business on the 120th day before the first anniversary of the preceding
         year's annual meeting (provided, however, that if the date of the
         annual meeting is more than 30 days before or more than 70 days after
         such anniversary date, notice by the shareholder must be so delivered




         not earlier than the close of business on the 120th day before such
         annual meeting and not later than the close of business on the later of
         the 90th day before such annual meeting or the 10th day following the
         day on which public announcement of the date of such meeting is first
         made by the corporation). In no event will the public announcement of
         an adjournment or postponement of an annual meeting commence a new time
         period (or extend any time period) for the giving of a shareholder's
         notice as described above. Such shareholder's notice will set forth:
         (A) as to each person whom the shareholder proposes to nominate for
         election as a director all information relating to such person that is
         required to be disclosed in solicitations of proxies for election of
         directors in an election contest, or is otherwise required, in each
         case pursuant to Regulation 14A under the Securities Exchange Act of
         1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder (and
         such person's written consent to being named in the proxy statement as
         a nominee and to serving as a director if elected); (B) as to any other
         business that the shareholder proposes to bring before the meeting, a
         brief description of the business desired to be brought before the
         meeting, the text of the proposal or business (including the text of
         any resolutions proposed for consideration and, in the event that such
         business includes a proposal to amend the Bylaws of the corporation,
         the language of the proposed amendment), the reasons for conducting
         such business at the meeting and any material interest in such business
         of such shareholder and the beneficial owner, if any, on whose behalf
         the proposal is made; and (C) as to the shareholder giving the notice
         and the beneficial owner, if any, on whose behalf the nomination or
         proposal is made (1) the name and address of such shareholder, as they
         appear on the corporation's books, and of such beneficial owner, (2)
         the class and number of shares of capital stock of the corporation that
         are owned beneficially and of record by such shareholder and such
         beneficial owner, (3) a representation that the shareholder is a holder
         of record of stock of the corporation entitled to vote at such meeting
         and intends to appear in person or by proxy at such meeting to propose
         such business or nomination, and (4) a representation whether the
         shareholder or beneficial owner, if any, intends or is part of a group
         that intends (x) to deliver a proxy statement and/or form of proxy to
         holders of at least the percentage of the corporation's outstanding
         capital stock required to approve or adopt the proposal or elect the
         nominee and/or (y) otherwise to solicit proxies from shareholders in
         support of such proposal or nomination. The corporation may require any
         proposed nominee to furnish such other information as it may reasonably
         require to determine the eligibility of such proposed nominee to serve
         as a director of the corporation.

                 (c) Increase in Number of Directors. Notwithstanding anything
         in the second sentence of paragraph (b) above to the contrary, if the
         number of directors to be elected to the Board of Directors at the
         annual meeting is increased and there is no public announcement by the
         corporation naming the nominees for the additional directorships at
         least 100 days before the first anniversary of the preceding year's
         annual meeting, a shareholder's notice required by this Section will

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         also be considered timely, but only with respect to nominees for the
         additional directorships, if it is delivered to the Secretary of the
         corporation at the principal executive offices of the corporation not
         later than the close of business on the 10th day following the day on
         which such public announcement is first made by the corporation.

                  (d) Special Meetings of Shareholders. Only such business will
         be conducted at a special meeting of the shareholders as will have been
         brought before the meeting pursuant to the corporation's notice of
         meeting. Nominations of persons for election to the Board of Directors
         may be made at a special meeting of the shareholders at which directors
         are to be elected pursuant to the corporation's notice of meeting (A)
         by or at the direction of the Board of Directors or (B) provided that
         the Board of Directors has determined that directors will be elected at
         such meeting, by any shareholder of the corporation who is a
         shareholder of record at the time the notice provided for in this
         Section is delivered to the Secretary, who is entitled to vote at the
         meeting and upon such election, and who complies with the notice
         procedures set forth in this Section. If the corporation calls a
         special meeting of the shareholders for the purpose of electing one or
         more directors to the Board of Directors, any shareholder entitled to
         vote in such election of directors may nominate a person or persons (as
         the case may be) for election to such position(s) as specified in the
         corporation's notice of meeting, if the shareholder's notice required
         by paragraph (b) is delivered to the Secretary at the principal
         executive offices of the corporation not earlier than the close of
         business on the 120th day before such special meeting and not later
         than the close of business on the later of the 90th day before such
         special meeting or the 10th day following the day on which public
         announcement is first made of the date of the special meeting and of
         the nominees proposed by the Board of Directors to be elected at such
         meeting. In no event will the public announcement of an adjournment or
         postponement of a special meeting commence a new time period (or extend
         any time period) for the giving of a shareholder's notice as described
         above.

                  (e) Eligibility. Only persons who are nominated in accordance
         with the procedures set forth in this Section 14 will be eligible to be
         elected at an annual or special meeting of the shareholders of the
         corporation to serve as directors and only such business will be
         conducted at a meeting of the shareholders as will have been brought
         before the meeting in accordance with the procedures set forth in this
         Section. Except as otherwise provided by law, the Chairman of the
         Board, as chairman of the meeting, will have the power and duty (A) to
         determine whether a nomination or any business proposed to be brought
         before the meeting was made or proposed, as the case may be, in
         accordance with the procedures set forth in this Section 14 (including
         whether the shareholder or beneficial owner, if any, on whose behalf
         the nomination or proposal is made or solicited (or is part of a group
         which solicited) or did not so solicit, as the case may be, proxies in
         support of such shareholder's nominee or proposal in compliance with

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         such shareholder's representation as required by this Section 14 if any
         proposed nomination or business was not made or proposed in compliance
         with the Section 14, to declare that such nomination will be
         disregarded or that such proposed business will not be transacted.

         (f) Compliance With Exchange Act. Notwithstanding the foregoing
         provisions of this Section 14, a shareholder shall also comply with all
         applicable requirements of the Exchange Act and the rules and
         regulations thereunder with respect to the matters set forth in this
         Section 14. Nothing in this Section 14 will be deemed to affect any
         rights of shareholders to request inclusion of proposals in the
         corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
         Act.



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