UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
Franklin Wireless Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 001-14891 | 95-3733534 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation or organization) | File Number) | Identification No.) |
| 6205 Lusk Blvd. San Diego, CA | 92121 | |
| (Address of principal executive offices) | (Zip Code) |
Richard Walker (858) 623-0000
(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
| x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2013. |
Section 1 – Conflict Minerals Disclosure
Item 1.01 - Conflict Minerals Disclosure and Report
Franklin Wireless Corp. reviewed its current product line and determined that certain products we contract to manufacture contain tin, tungsten, tantalum and/or gold (3TG). Having conducted a reasonable country of origin inquiry in good faith with these contracted manufacturers, Franklin Wireless has determined that our supply chain to be “DRC conflict undeterminable” (terms as defined in the Rule) and as a result we have filed a Conflict Minerals Report.
Conflict Minerals Disclosure
A copy of Franklin Wireless Corp.’s Conflict Minerals Report is filed as Exhibit 1.02 hereto and is publicly available at: www.franklinwireless.com.
Item 1.02 Exhibit
Exhibit 1.02 - Conflict Minerals Report
Section 2 - Exhibits
Item 2.01 Exhibits
The following exhibit is filed as part of this report.
Exhibit 1.02 - Conflict Minerals Report
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SIGNATURES
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 duly authorized undersigned.
FRANKLIN WIRELESS CORP.
(Registrant)
|
/s/ Richard Walker |
June 2, 2014 | |||||
| Name: | Richard Walker | (Date) | ||||
| Title: | Chief Financial Officer | |||||
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Exhibit 1.02
Franklin Wireless Corp.
Conflict Minerals Report
For The Year Ended December 31, 2013
This is the Conflict Minerals Report of Franklin Wireless Corp. for the year ended December 31, 2013 in accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (SEC) to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals which are necessary to the functionality or production of their products. Conflict Minerals are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold (3TG) for the purposes of this assessment. These requirements apply to registrants whatever the geographic origin of the conflict minerals and whether or not they fund armed conflict. Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions to the terms used in this Report, unless otherwise defined herein.
If a registrant can establish that the Conflict Minerals originated from sources other than the Democratic Republic of the Congo (“DRC”) or certain adjoining countries (the “Covered Countries”) or from recycled or scrap sources, it must submit a Form SD which describes the reasonable country of origin inquiry completed by the registrant.
If a registrant has reason to believe that any of the Conflict Minerals in its supply chain may have originated in any of the Covered Countries, or if it is unable to determine the country of origin of those Conflict Minerals, then the registrant must exercise due diligence on the Conflict Minerals’ source and chain of custody. The registrant must annually submit a Conflict Minerals Report to the SEC that includes a description of those due diligence measures.
In accordance with the rules, Franklin Wireless Corp. exercised due diligence to determine the conflict minerals status of conflict minerals necessary to the functionality or production of the wireless data communication products we sell.
Franklin Wireless Corp. has determined in good faith that for calendar year 2013, its conflict minerals status resulting from its due diligence efforts shows a portion to be “DRC conflict undeterminable” and the remainder to be “DRC conflict free” (terms as defined in the Rule).
The report presented herein is not audited as Rule 13p-1 provides that if a registrant’s products are “DRC conflict undeterminable” in 2013 or 2014, the Conflict Minerals Report is not subject to an independent private sector audit.
Company Overview
Franklin Wireless Corp. is engaged in the design, manufacture and sale of broadband high speed wireless data communication products such as third generation (“3G”) and fourth generation (“4G”) wireless modules and modems. Our current products are focused on widely deployed cellular technologies including CDMA EVDO Rev A, HSPA, WiMAX and LTE. We were the world’s first supplier of both CDMA EVDO Rev A and dual-mode (CDMA EVDO Rev A/WiMAX) Universal Serial Bus (USB) modems. Our industry leading USB modems (which are plugged into a computer’s USB port) provide consumers with an easy and convenient way in which to wirelessly connect to the Internet from laptop or desktop computers.
Product Overview
We focus primarily on wireless modems and routers, which provide a flexible way for consumers to connect to wireless broadband networks from laptop or desktop computers. Our broadband wireless data communication products are positioned at the convergence of wireless communications, mobile computing and the Internet, each of which we believe represents a growing market.
Reasonable Country of Origin Inquiry (RCOI) and RCOI Conclusion
In order to manage the scope of this task, Franklin Wireless relied upon the manufacturers or suppliers to provide information on the origin of the necessary conflict minerals that are used for functionality and production of our wireless data communication products. Franklin Wireless Corp.’s reasonable country of origin inquiry (ROCI) employed a combination of measures used to determine whether the necessary conflict minerals in Franklin Wireless products originated from the Democratic Republic of the Congo or an adjoining country.
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Conflict Minerals Policy
Franklin Wireless has adopted the following Conflict Minerals policy:
Conflict Minerals refers to minerals (tin, tantalum, tungsten and gold) mined in the eastern provinces of the Democratic Republic of the Congo and in the adjoining countries where revenues may be directly or indirectly financing armed groups engaged in civil war resulting in serious social and environmental abuses.
While we do not source these minerals directly, they may exist in the components of the products we sell. We are therefore committed to working with our suppliers to ensure that they responsibly source the materials and components used in manufacturing of these products. We expect suppliers to establish their own due diligence program to achieve conflict-free supply chains. Franklin Wireless is committed to ethical practices and compliance with all applicable laws and regulations.
The policy is posted on our website at www.franklinwireless.com located in “Investor Relations” and “Social Responsibility.”
Due Diligence Process
Franklin Wireless Corp’s due diligence measures were based on the Electronic Industry Citizenship Coalition and Global e-Sustainability (“EICC-GeSI”) initiative with the smelters and refiners of conflict minerals who provide those conflict minerals to our suppliers. We conducted a survey using a template developed jointly by EICC-GeSI known as the CFSI Reporting Template (the "Template"). The Template was developed to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. It includes questions regarding a company’s conflict-free policy, engagement with its direct suppliers, and a listing of the smelters the company and its suppliers use. In addition, the template contains questions about the origin of conflict minerals included in their products, as well as supplier due diligence. Written instructions and recorded training illustrating the use of the tool is available on CFSI’s website. The Template is being widely adopted by many companies in their due diligence processes related to conflict minerals.
Franklin Wireless Corp.’s due diligence measures included:
| - | Conducting a supply-chain survey with the manufacturers regarding the suppliers of materials containing conflict minerals using the EICC-GeSI Conflict Minerals Reporting Template to identify smelters and refiners. |
| - | Taking the smelters and refiners identified in the supply-chain survey and comparing them against the list of smelter facilities which have been identified as “conflict free” by programs such as the EICC/GeSI Conflict Free Smelter (CFS) program for tantalum, tin, tungsten and gold. |
As a company in the wireless communications business, Franklin Wireless is several layers removed from the actual mining of 3TG. Franklin Wireless does not make any direct purchases of raw ore or unrefined conflict minerals and makes no purchases in the Covered Countries.
Despite having conducted a good faith reasonable country of origin inquiry, we have concluded that our supply chain remains “DRC conflict undeterminable”. Franklin Wireless makes this determination due to the complexity of Franklin Wireless’ supply chain, it will take some time for the suppliers of the manufacturers to conclude whether the necessary conflict minerals originated from the Covered Countries, and if so, whether the necessary conflict minerals were from recycle or scrap sources, were DRC conflict free or have not been found to be DRC conflict free.
In the next compliance period, Franklin Wireless Corp. intends to implement steps to improve the information gathered from its due diligence to further mitigate the risk that its necessary conflict minerals do not benefit armed groups. These efforts include:
| - | Improving communication with manufacturers and suppliers to improve due diligence efforts and increase data accuracy and completion. | |
| - | Reviewing our Conflict Minerals policy when engaging with new contracted manufacturers and suppliers. |
Smelters or Refiners Identified
We adopted the CFSI’s industry approach and traced back the origin of 3TG by identifying smelters, refineries or recyclers and scrap supplier sources. Franklin Wireless leveraged CFSI and its CFS program to trace the mine of origin of the 3TG to its ore level. The CFS program audits smelters and refineries to ensure that all certified smelters and refineries only use the ores that are conflict free from the DRC and covered countries.
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As the result of our due diligence survey, we have gathered 477 smelters and refineries names from our supply chain. Of those, 179 smelters and refineries are identified as CFSI’s known smelters and refineries, and 298 smelters and refineries are not validated or verified. Among these 179 smelters and refineries, 66 are on the list of CFSI's certified Conflict Free Smelters (CFS) list and considered to be conflict free, and with respect to the other 113, the CFSI has not provided an opinion as whether or not the minerals procured from these smelters and refineries originate from the DRC or surrounding countries.
Set forth below is the list of identified smelters and refineries identified by CFSI identified by our supply chain so far and their country of origin:
|
Metal |
Smelter Name |
Country | ||
| Gold | AGR Matthey(Australia) | AUSTRALIA | ||
| Gold | Aida Chemical Industries Co., Ltd. | JAPAN | ||
| Gold | Allgemeine Gold- und Silberscheideanstalt A.G. | GERMANY | ||
| Gold | Almalyk Mining and Metallurgical Complex (AMMC) | UZBEKISTAN | ||
| Gold | AngloGold Ashanti Mineração Ltda | BRAZIL | ||
| Gold | Argor-Heraeus SA | SWITZERLAND | ||
| Gold | Asahi Pretec Corporation | JAPAN | ||
| Gold | Asaka Riken Co Ltd | JAPAN | ||
| Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | TURKEY | ||
| Gold | Aurubis AG | GERMANY | ||
| Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | PHILIPPINES | ||
| Gold | Boliden AB | SWEDEN | ||
| Gold | Caridad | MEXICO | ||
| Gold | Cendres & Métaux SA | SWITZERLAND | ||
| Gold | Central Bank of the DPR of Korea | KOREA, REPUBLIC OF | ||
| Gold | Chimet SpA | ITALY | ||
| Gold | Chugai Mining Co.,Ltd | JAPAN | ||
| Gold | Codelco | CHILE | ||
| Gold | Daejin Indus Co. Ltd | KOREA, REPUBLIC OF | ||
| Gold | DaeryongENC | KOREA, REPUBLIC OF | ||
| Gold | Do Sung Corporation | KOREA, REPUBLIC OF | ||
| Gold | Dowa | JAPAN | ||
| Gold | Heimerle + Meule GmbH | GERMANY | ||
| Gold | Heraeus Ltd Hong Kong | HONG KONG | ||
| Gold | Heraeus Precious Metals GmbH & Co. KG | GERMANY | ||
| Gold | Hwasung CJ Co. Ltd | KOREA, REPUBLIC OF | ||
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited | CHINA | ||
| Gold | Ishifuku Metal Industry Co., Ltd. | JAPAN | ||
| Gold | Istanbul Gold Refinery | TURKEY | ||
| Gold | Japan Mint | JAPAN | ||
| Gold | Jiangxi Copper Company Limited | CHINA | ||
| Gold | Johnson Matthey Inc | UNITED STATES | ||
| Gold | Johnson Matthey Limited | CANADA | ||
| Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant | RUSSIAN FEDERATION | ||
| Gold | JSC Uralectromed | RUSSIAN FEDERATION | ||
| Gold | JX Nippon Mining & Metals Co., Ltd. | JAPAN | ||
| Gold | Kazzinc Ltd | KAZAKHSTAN | ||
| Gold | Kojima Chemicals Co. Ltd | JAPAN | ||
| Gold | Korea Metal | KOREA, REPUBLIC OF | ||
| Gold | Kyrgyzaltyn JSC | KYRGYZSTAN | ||
| Gold | L' azurde Company For Jewelry | SAUDI ARABIA | ||
| Gold | LS-Nikko Copper Inc | KOREA, REPUBLIC OF | ||
| Gold | Materion | UNITED STATES | ||
| Gold | Matsuda Sangyo Co. Ltd | JAPAN | ||
| Gold | Metalor Technologies (Hong Kong) Ltd | HONG KONG | ||
| Gold | Metalor Technologies SA | SWITZERLAND | ||
| Gold | Metalor USA Refining Corporation | UNITED STATES | ||
| Gold | Met-Mex Peñoles, S.A. | MEXICO | ||
| Gold | Mistubishi Materials Corporation | JAPAN | ||
| Gold | Mitsui Mining and Smelting Co., Ltd. | JAPAN | ||
| Gold | Moscow Special Alloys Processing Plant | RUSSIAN FEDERATION | ||
| Gold | Nadir Metal Rafineri San. Ve Tic. A.Ş. | TURKEY | ||
| Gold | Navoi Mining and Metallurgical Combinat | UZBEKISTAN | ||
| Gold | Nihon Material Co. LTD | JAPAN | ||
| Gold | Ohio Precious Metals LLC. | UNITED STATES | ||
| Gold | OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) | RUSSIAN FEDERATION | ||
| Gold | OJSC Kolyma Refinery | RUSSIAN FEDERATION | ||
| Gold | PAMP SA | SWITZERLAND | ||
| Gold | Pan Pacific Copper Co. LTD | JAPAN | ||
| Gold | Perth Mint | AUSTRALIA | ||
| Gold | Perth Mint (Western Austrila Mint) | AUSTRALIA | ||
| Gold | Prioksky Plant of Non-Ferrous Metals | RUSSIAN FEDERATION | ||
| Gold | PT Aneka Tambang (Persero) Tbk | INDONESIA | ||
| Gold | PX Précinox SA | SWITZERLAND | ||
| Gold | Rand Refinery (Pty) Ltd | SOUTH AFRICA | ||
| Gold | Royal Canadian Mint | CANADA | ||
| Gold | Sabin Metal Corp. | UNITED STATES | ||
| Gold | Schone Edelmetaal | NETHERLANDS | ||
| Gold | SEMPSA Joyeria Plateria SA | SPAIN | ||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | CHINA | ||
| Gold | Solar Applied Materials Technology Corp. | TAIWAN | ||
| Gold | Tanaka Kikinzoku Kogyo K.K. | JAPAN | ||
| Gold | The Great Wall Gold and Silver Refinery of China | CHINA | ||
| Gold | The Refinery of Shandong Gold Mining Co., Ltd | CHINA | ||
| Gold | Tokuriki Honten Co. Ltd | JAPAN | ||
| Gold | Torecom | KOREA, REPUBLIC OF | ||
| Gold | Umicore Brasil Ltda | BRAZIL | ||
| Gold | Umicore SA Business Unit Precious Metals Refining | BELGIUM | ||
| Gold | United Precious Metal Refining Inc. | UNITED STATES | ||
| Gold | Valcambi SA | SWITZERLAND | ||
| Gold | Western Australian Mint trading as The Perth Mint | AUSTRALIA | ||
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CHINA | ||
| Gold | Zijin Mining Group Co. Ltd | CHINA | ||
| Tantalum | Conghua Tantalum & Niobium Smeltery | CHINA | ||
| Tantalum | Duoluoshan | CHINA | ||
| Tantalum | Exotech Inc. | UNITED STATES | ||
| Tantalum | F&X Electro-Materials Limited | CHINA | ||
| Tantalum | Gannon & Scott | UNITED STATES | ||
| Tantalum | Global Advanced Metals | UNITED STATES | ||
| Tantalum | H.C. Starck GmbH | GERMANY | ||
| Tantalum | Hi-Temp | UNITED STATES | ||
| Tantalum | JiuJiang JinXin Nonferrous Metals Co. Ltd. | CHINA | ||
| Tantalum | Kemet Blue Powder | UNITED STATES | ||
| Tantalum | Mitsui Mining & Smelting | JAPAN | ||
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA | ||
| Tantalum | Plansee | AUSTRIA | ||
| Tantalum | Solikamsk Metal Works | RUSSIAN FEDERATION | ||
| Tantalum | Taki Chemical | JAPAN | ||
| Tantalum | Telex | UNITED STATES | ||
| Tantalum | Ulba | KAZAKHSTAN | ||
| Tantalum | Zhuzhou Cement Carbide | CHINA | ||
| Tin | CNMC (Guangxi) PGMA Co. Ltd. | CHINA | ||
| Tin | Cookson | UNITED STATES | ||
| Tin | Cooper Santa | BRAZIL | ||
| Tin | CV Duta Putra Bangka | INDONESIA | ||
| Tin | CV JusTindo | INDONESIA | ||
| Tin | CV Makmur Jaya | INDONESIA | ||
| Tin | CV Nurjanah | INDONESIA | ||
| Tin | CV Prima Timah Utama | INDONESIA | ||
| Tin | CV Serumpun Sebalai | INDONESIA | ||
| Tin | CV United Smelting | INDONESIA | ||
| Tin | CV United Smelting | INDONESIA | ||
| Tin | EM Vinto | BOLIVIA | ||
| Tin | EM Vinto | BOLIVIA | ||
| Tin | FENIX METALS | POLAND | ||
| Tin | Geiju Non-Ferrous Metal Processing Co. Ltd. | CHINA | ||
| Tin | Gejiu Zi-Li | CHINA | ||
| Tin | Gold Bell Group | CHINA | ||
| Tin | Huichang Jinshunda Tin Co. Ltd | CHINA | ||
| Tin | Jiangxi Nanshan | CHINA | ||
| Tin | Liuzhou China Tin | CHINA | ||
| Tin | Malaysia Smelting Corp | MALAYSIA | ||
| Tin | Metallo Chimique | BELGIUM | ||
| Tin | Mineração Taboca S.A. | BRAZIL | ||
| Tin | Minsur | PERU | ||
| Tin | Mitsubishi Materials Corp | JAPAN | ||
| Tin | Novosibirsk Integrated Tin Works | RUSSIAN FEDERATION | ||
| Tin | OMSA | BOLIVIA | ||
| Tin | PT Alam Lestari Kencana | INDONESIA | ||
| Tin | PT Artha Cipta Langgeng | INDONESIA | ||
| Tin | PT Babel Inti Perkasa | INDONESIA | ||
| Tin | PT Babel Surya Alam Lestari | INDONESIA | ||
| Tin | PT Bangka Kudai Tin | INDONESIA | ||
| Tin | PT Bangka Putra Karya | INDONESIA | ||
| Tin | PT Bangka Timah Utama Sejahtera | INDONESIA | ||
| Tin | PT Belitung Industri Sejahtera | INDONESIA | ||
| Tin | PT BilliTin Makmur Lestari | INDONESIA | ||
| Tin | PT Bukit Timah | INDONESIA | ||
| Tin | PT DS Jaya Abadi | INDONESIA | ||
| Tin | PT Eunindo Usaha Mandiri | INDONESIA | ||
| Tin | PT Fang Di MulTindo | INDONESIA | ||
| Tin | PT HP Metals Indonesia | INDONESIA | ||
| Tin | PT Koba Tin | INDONESIA | ||
| Tin | PT Mitra Stania Prima | INDONESIA | ||
| Tin | PT Refined Banka Tin | INDONESIA | ||
| Tin | PT Sariwiguna Binasentosa | INDONESIA | ||
| Tin | PT Stanindo Inti Perkasa | INDONESIA | ||
| Tin | PT Sumber Jaya Indah | INDONESIA | ||
| Tin | PT Supra Sukses Trinusa | INDONESIA | ||
| Tin | PT Tambang Timah | INDONESIA | ||
| Tin | PT Timah | INDONESIA | ||
| Tin | PT Timah Nusantara | INDONESIA | ||
| Tin | PT Tinindo Inter Nusa | INDONESIA | ||
| Tin | PT Yinchendo Mining Industry | INDONESIA | ||
| Tin | Thaisarco | THAILAND | ||
| Tin | White Solder Metalurgia e Mineração Ltda. | BRAZIL | ||
| Tin | Yunnan Chengfeng Non-Ferrous Metals Co Ltd | CHINA | ||
| Tin | Yunnan Tin Company Limited | CHINA | ||
| Tungsten | Allied Material (A.L.M.T) Corp | JAPAN | ||
| Tungsten | ATI Tungsten Materials | UNITED STATES | ||
| Tungsten | Chaozhou Xianglu Tungsten Industry Co Ltd | CHINA | ||
| Tungsten | China Minmetals Nonferrous Metals Co Ltd | CHINA | ||
| Tungsten | Chongyi Zhangyuan Tungsten Co Ltd | CHINA | ||
| Tungsten | Dayu Weiliang Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Fujian Jinxin Tungsten Co. Ltd | CHINA | ||
| Tungsten | Ganzhou Grand Sea W & Mo Group Co. Ltd | CHINA | ||
| Tungsten | Global Tungsten & Powders Corp | UNITED STATES | ||
| Tungsten | HC Starck GmbH | GERMANY | ||
| Tungsten | Hunan Chenzhou Mining Group Co | CHINA | ||
| Tungsten | Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd. | CHINA | ||
| Tungsten | Japan New Metals Co Ltd | JAPAN | ||
| Tungsten | Jiangxi Rare Earth & Rare Metals Tungsten Group Corp | CHINA | ||
| Tungsten | Jiangxi Tungsten Industry Co Ltd | CHINA | ||
| Tungsten | Kennemetal Inc. | UNITED STATES | ||
| Tungsten | Tejing (Vietnam) Tungsten Co Ltd | VIETNAM | ||
| Tungsten | Wolfram Bergbau und Hütten AG | AUSTRIA | ||
| Tungsten | Wolfram Company CJSC | RUSSIAN FEDERATION | ||
| Tungsten | Xiamen Tungsten Co Ltd | CHINA | ||
| Tungsten | Zhuzhou Cemented Carbide Group Co Ltd | CHINA |