8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                (Amendment No. 2)


                                 CURRENT REPORT

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

                          Date of Report: July 27, 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))






ITEM 4.01.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         (a) On July 27, 2009, the Board of Directors of Franklin Wireless Corp.
(the "Company") dismissed Choi, Kim & Park, LLP ("CKP").

         CKP's audit reports on the Company's financial statements for the
fiscal year ended June 30, 2008 and the consolidated financial statements for
the fiscal year ended June 30, 2007 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.


         During the Company's two most recent fiscal years and for the
subsequent interim period through July 27, 2009, there were no disagreements
between the Company and CKP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of CKP would have caused CKP to make reference to
the subject matter of the disagreement in connection with its report.


         During the Company's fiscal years ended June 30, 2008 and 2007, and
through July 27, 2009, there were no "reportable events" (as defined in Item
304(a)(1)(v) of Regulation S-K).


         The Company furnished CKP with a copy of the above disclosure, and
requested that CKP furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the above
statements. A copy of CKP's letter dated October 2, 2009 is attached as
Exhibit 16.1 to this Amendment to Current Report on Form 8-K.


         (b) On July 27, 2009, the Board of Directors of the Company approved
the appointment of BDO Seidman, LLP ("BDO Seidman"), as the Company's
independent registered public accounting firm, to audit the financial statements
of the Company for the fiscal year ended June 30, 2009.

         During the Company's past two fiscal years, and through July 27, 2009,
the date on which BDO Seidman's appointment was approved, neither the Company,
nor any person on its behalf, has consulted with BDO Seidman with respect to
either: (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements; or (ii) any matter that was the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K)
or any matter that was either the subject of a disagreement or a reportable
event (as defined in Item 304(a)(1)(v) of Regulation S-K). Further, no written
report or oral advice was provided by BDO Seidman to the Company that BDO
Seidman, LLP concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting of an
issue.





ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

    (d)  Exhibits


         16.1     Letter from Choi, Kim & Park, LLP to the Securities and
                  Exchange Commission dated October 2, 2009.



                                    SIGNATURE



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



                                                     FRANKLIN WIRELESS CORP.



Date:   October 5, 2009                            By:  /s/ OC Kim
                                                        ------------------
                                                        OC Kim
                                                        President

EX-16.1

                                                                    Exhibit 16.1


                                 October 2, 2009


Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

Re: Franklin Wireless Corp.
Commission File No. 0-11616

Dear Sirs/Madams:

This letter is delivered by Choi, Kim & Park, LLP in connection with the filing
by Franklin Wireless Corp. with the Securities and Exchange Commission of a
Current Report on Form 8-K.

We have reviewed the contents of Item 4.01 of such Current Report on Form 8-K
and agree with the statements contained therein.


Yours truly,


/s/ Choi, Kim & Park, LLP

Choi, Kim & Park, LLP