CORRESP 1 filename1.txt HADDAN & ZEPFEL LLP 500 Newport Center Drive, Suite 580 Newport Beach, CA 92660 (949) 706-6000 (949) 706-6060 (facsimile) e-mail: rjz@haddanzepfel.com September 29, 2009 BY EDGAR Melissa Kindelan Securities and Exchange Commission Station Place 100 F St., NE Washington, D.C. 20549 Re: Franklin Wireless Corp. Form 8-K Filed September 16, 2009 File 0011-14891 Dear Ms. Kindelan: Concurrently with the filing of this letter we are filing Amendment No. 1 to the Report on Form 8-K, dated July 27, 2009, of Franklin Wireless Corp. (the "Company"). Amendment No. 1 is responsive to your comment letter dated September 21, 2009. The third paragraph of paragraph (a) of Item 4.01 has been revised to clarify that there were no disagreements with the accountants during the past two fiscal years and until the date of the accountants' dismissal. Also, Exhibit 16.1 has been updated and re-signed. Finally, we are filing, as a separate correspondence file, a letter from the Company responsive to the penultimate paragraph of your letter. Very truly yours, /s/ ROBERT J. ZEPFEL -------------------- Robert J. Zepfel